Kaine: Ultimate Beginning
by The Lord of War
Summary: Kaine the now cured clone, of Spider-man is teleported to the Ultimate Marvel universe. A month after Spider-man has been killed. How will this change affect him, as he makes his way in a world not his own.
1. A New Life

**Chapter 1: A New Life**

_"They're dead. Every security, guard every scientist, every single person here... They're all dead."_ Thought Kaine as he looked around the room. The bodies of the dead lying everywhere in the .

_"Head is pounding, my entire body feels like it's on fire.. It's not the pain.. It's the __rage__. Haven't felt this way since __before__... Since before Riley."_

_"I came here to stop a killer, and I found a monster instead... I tried to stop it, and I __failed__."_Thought Kaine as he looked at the corpse, of a scientist, tears in her eyes.

_The blood.. It's__all__on my hands...Everything Carnage did, he did because I couldn't stop him."_He looked at his hands, covered in blood and inwardly swore._" Kill you. I'm going to kill you!_

"Dr. Michaels are you all right? My name is Agent Venom." Said the other costumed vigilante, currently in the room speaking to the only survivor, of the whole ordeal.

"Yes...Oh god. Oh god. He killed everyone, even Anderson." Came the frightened voice of Dr. Michaels, a woman in her late 50s.

"Doctor I need you to focus. Where is Carnage?" Asked Venom

"He went through the Promethean pit. He took the reporter, Mrs. Katie Jackson... He took her into microverse." She said panic, in her voice.

"Carnage took Katie?" Asked Venom as he stared at Dr. Michaels.

"What is she talking about? What the hell is the microverse?" Asked Kaine joining the conversation.

"Subatomic atomic space" began Dr. Michaels" a whole new universe that exists between Subatomic particles.. It's infinite and there's lifethere.."She took a deep breath to calm herself." A man named Prometheus found a way to travel there. I along with, several others, were able to re-create his work."

"And now Carnage is there. We have to go afterhim." Stated Venom.

'Fuck that." Replied Kaine.

"If Carnage is gone. Then good riddance" continued Kaine.

"What? How can you just let him go like that."

"Get this through your head. I am not Spiderman."

"Look dammit... We have to go after him. Carnage is our responsibility." Reasoned Venom.

"Don't. Don't say that word to me, ever. Let Carnage go terrorize some other universe. They'll, deal with it. Just like we did when he was here." Said Kaine." As long as he stays away from Houston. I don't give a shit."

"If he comes back. He's going to come back through here... And he will come back.. If you don't care about saving innocent lives, then helped me make Carnage pay for his crimes... And if you still don't care about that, then do it for the loved ones, of the victims of his crimes. Let them have closure, let them sleep well at night knowing that the man responsible, for their loved one's death was brought to justice." Begged Venom as he stared at Kaine.

_"It's not my problem _"thought Kaine as he started walking again. Only to be stopped by a familiar voice. _"With great power, comes great responsibility"_ the words echoed in his head like bell's ringing.

_"Dammit! This isn't going to go away until I agree"_ thought Kaine has he tried to ignore the voice.

"Find!" He said grudgingly has he turned around walking back.

"Thanks. I appreciate the help." Said Venom before, turning to Dr. Michaels."Doctor wherever carnage went. We need you to send us there."

"I can try. But carnage and his compatriots, damaged the Promethean pit during their fight with the Scarlet spider." Explained Dr. Matthews." I can't guarantee you two are going to end up in the same spot as him.. Or even in the same universe as him.. Plus there's a size difference upon transit. You probably won't be conscious for it."

"I don't know what that means. But okay will risk it. Anything else?"

"I just love how you agree, without asking me." Muttered Kaine. Luckily, or unlucky It wasn't heard by either them.

"Several actually. But my main concern is you two might not survive, the transit at all." Stated Dr. Michaels.

"That's just great."

"Did I mention, how much I hate you right now? Because if I didn't, I just want say for the record, it's world war hulk hate."

"Noted!"

"I recommend, going one at a time. Just to be safe.. I can't guarantee you two will survive or not. But I can tell if you arrived there or not. Towards Carnages original location-" she was interrupted by a shout.

"Hey idiot." They both turned to look at Kaine." You really think he's going to come back?"

"If I've learned one thing doing _this_job... Is that, the bad ones always come back."

"Right... I volunteer to go first." Said Kaine surprising the other two occupants.

"What! No I should go first. It was my idea. To go after Carnage. I feel bad enough dragging you into this." Said Venom as he walked up to Kaine.

"I don't mean to put a damper on this altruisms, vibe. But the first one, to go through. Has the highest probability, of a fatality occurring." Informed, Dr. Matthews.

"That's why it should be me. Who goes first." Began Kaine "I have a history of cheating death." Said Kaine, referring to his multiple situations. Where he should've been dead. Only to miraculously, survive.

"Are you sure about this" asked Venom looking at him.

"Hey! I volunteer didn't I? Of course, I'm sure I wouldn't have volunteered otherwise."

Venom nodded his head" Fine... Is there, anyone I should contact in case. Things take a turn for the worst."

Kaine though for a moment before saying" there's a girl.. Staying at the Hilton's by the name of Maria Aracely... Tell her, I'm sorry... Also she can keep everything I have." Said Kaine as he walk towards the teleporter pad.

"I will, I promise" replied Venom

"All right, Doc... Hit it" said Kaine as he stood on top of the teleporter pad.

"Good luck hero" said Dr. Matthews as she pressed several buttons on a control pad. Then a brilliant flash of green light appeared all around him.

The light took the shape of a circle when it activated, and in that moment a place portal appeared. Kaine fell through the portal and into darkness, he could see nothing but darkness all around him, but he felt his body being propelled at speeds he couldn't believe, it felt like his body was going to be torn apart.

Pulling in more than one direction at a time, it was like going up, down, backward and forwards, side to side all at the same time, it felt agonizing, and in the moment it began it was over, Kaine felt himself return to real space and then he felt himself hit the ground hard. He couldn't even lift himself up after what happened; all he remembered before darkness took him was a clear blue sky.

* * *

**Several hours later.**

"Oh.. my head.." muttered Kaine as he regained consciousness opening his eyes to a cloudless blue sky. If it wasn't for his throbbing head. It would've been a beautiful day.

"This ..is what I.. get for volunteering" he complained as he got up, only to be struck speechless by the site before him .

_"Oh my God, you've got to be kidding me "_he thought as he gazed at the tall buildings all around. That were all _too_ familiar to him the Empire State building, the Bank of America tower, the Chrysler building, the New York Times building, the General Motors building, The J.P. Morgan Chase world headquarters building, the Times Square Tower and many more skyscrapers all conveniently located within an area of 22.96 square miles surrounded by water.

"I wasn't sent to no new universe, I was sent to **New York!**" Shouted Kaine as he looked at the city. He once called home. A city he hoped he'd, never have to see ever again.

"This is just great, I spent the last six months in Houston, minding my own freaking business. Only for some fucking lunatic from my past to go on a killing spree **in my city**... Then escapes by using some whack job mumbo-jumbo teleportation portal. Then some asshole hero convinces me to follow after him through that same teleportation portal. Only to find out said portal goes straight to the one place in the world I'd want to be... **just my luck.**" He said to no one.

"And, worst of all, my big selfless heroic moment turns out to be completely unnecessary. Because everyone knows you can't take five steps in New York city, without running into some hero. So Carnage is probably already in jail by now... Risked my life for nothing."

"And now I'm talking to myself.. great." He said as he facepalm himself.

"I guess it could've been worse." He said after calming down." I could've been sent to some zombie universe or something."

"I guess there's nothing left to do but go home." Said Kaine as he made his way towards the edge of the building he was teleported on to only to realize something.

"Um..Wait a minute, something not right here. It was night, now it's day." He said as he looked at the bright yellow sun." I know New York, and Houston have different time zones. But the difference is only by one hour. It should still be night here."

He thought about that for a couple minutes trying to come up with a logical explanation to this mystery.

_"I guess.. I must've been unconscious for almost the whole night."_ Thought Kaine as he accepted this explanation."_ Strange, that Parker or any of the other hundred or so heroes living here didn't find me."_

He started walking towards the edge of the building again before-

KABOOOOM!

Kaine turned around and looked out into the city…were he heard the sound of an explosion but couldn't see anything, suddenly smoke could be seen rising from somewhere in Midtown Manhattan.

Kaine let out a sight and lowered his head." Not even five minutes awake, and there's already trouble. This is why I left this city. It's such a pain in the ass. But at least, It's not my problem anymore." He said as he turned, around in the opposite direction of where the explosion came from.

Only to be stopped by a familiar voice inside his head._ "With great power, most come great responsibility."_

_"Goddammit! Not this, again look someone else, will handle it alright. This city is crawling with hero's one, of them would deal with it."_Said Kaine to himself.

_"With great power, most come great responsibility."_ Came the voice again.

_**"OH COME ON PETER WILL TAKE CARE OF IT."**_

_"With great power, most come great responsibility."_ Came the voice again.

"Oh fuck you then. I'm not doing it. And that's final." Said Kaine as he crossed his arms.

_"With great power, most come great responsibility. With great power, most come great responsibility. With great power, most come great responsibility. With great power, most come great responsibility. With great power, most come great responsibility-_

"Alright already am going am, going." Said Kaine as he caved in to his conscious demand. Kaine turned around and shot a web and began swinging towards the origin of the explosion.

* * *

**TD BANK**

"THAT'S RIGHT RUN!" yelled Shocker firing blast after blast from his gauntlets, at the innocent civilians in the bank. He had over two million dollars tuck away in his purple backpack that matched his purple trenchcoat as he made his escape.

"YOU ALL LAUGHTED AT ME! YOU ALL THOUGHT I WAS A JOKE! BUT WHO'S LAUGHING NOW? yelled Shocker as he fired indiscriminately at the crowd of innocent civilians. Who dodged as best they could.

"ARE YOU NOT ENTERTAINED? WELL I SURE AM." He shouted repeatedly blasting away at anyone insight.

"WITHOUT SPIDERMAN AM SUDDENLY BEING TAKEN SERIOUSLY!" yelled Shocker as he fired at a police officer hitting him square in the chest sending him flying.

Ever since Spiderman was killed off by Norman Osborn over a month ago. He'd been on a massive crimes spree. He's robbed over twelve gas stations, eight restaurants, four grocery stores and two jewelry stores. Before finally deciding to go big.

With most of the street-level heroes like Daredevil being killed off along with millions of other people by what the media called the **Ultimatum Wave**. And now Spiderman being killed off by the Green Goblin. A life of crime never looked better.

_"Who would have thought the death of one hero, would've change things so dramatically."_ Thought Shocker as he made his way towards the exit.

Shocker was in the middle of aiming at another innocent bystander when he felt something hit his back. Turning around he saw a Man in his early to mid 50s, with short black hair, with a few grey hairs and a mustache.

"Seriously Pops" mocked Shocker before he grabbed the man by the front of his shirt.

"Let me **Go** you punk" said the bystander struggling to break free but The Shocker's grip was to strong." You think, just because Spider-man is dead. You can do whatever the hell you want in this city?"

"Hum... Let me think about that for a moment...um **YES**!" Responded Shocker as he tightened his grip.

"WELL YOU CANT! Someone will stop you sooner or Later." Said the man as he continued trying to break free from Shocker's grip.

"Really someone like who? Spiderman dead like you, said so is Daredevil. The Ultimate's, won't cares as long, as I don't do anything too big. The Fantastic Four disbanded. So did the X-Men and Moon Knight, hasn't been seen in months." Shocker stares deep into the man's eyes before asking." So, who's going to stop me?"

He was answered by a spit to the face.

"You know, this is a classic example of 'Cutting off the nose to spite the face' right?

Again, his answer was a spit to the face.

"You know" said Shocker has he wiped off the spit with his free hand."I've never used my gauntlets on a person at this close a range before I'm curious to see what happens… how about you" replied Shocker placing his fist against the man's stomach. Enjoying the frightening expression on the man's face.

"NO! PLEASE DON'T" yelled a young woman peeking out behind from her hiding spot behind some overturned desks.

Shocker turned towards the direction of the voice. To see a pretty blonde haired woman hiding behind a overturned desk.

"Who is she your daughter?" Asked Shocker the man nodded his head." She's pretty hot. Tell you what, I'll let you live, if she agrees to blow me rig-

"SHOCKER! THIS IS CAPTAIN QUAID OF THE NYPD LET THE HOSTAGES GO AND COME OUT WITH YOUR HANDS UP!" he yelled on a bullhorn.

"Stay here, I'll be back to hear your answer later" said Shocker punching the man in the stomach before, then dropping him on the ground."

Walking out of the bank Shocker stood out in the open for everyone to see him with his hands mockingly up.

"I'm sorry, I wasn't listening can you repeat that?" He said.

The captain hesitated for a moment before repeating what he said "SHOCKER! THIS IS CAPTAIN QUAID OF THE NYPD LET THE HOSTAGES GO AND PUT YOUR HANDS UP ALL THE WAY UP!"

"Can you repeat that again for me I couldn't hear you over all the screams" said Shocker before unleashing a powerful blast that blew a hole in the ground. That shoot debris into the air. Not stopping there he unleashed two more blasts one struck a news van that immediately blew up and the last one hit a police car and made it flip in the air. The car flew through the air and towards a another police car. Before crashing into it.

Shocker looked down towards a crowd of people that had gathered to watch what was going on. Behind some makeshift barrier and a sinister idea struck him. He aimed his gauntlets high above a building next towards the crowd of people and fired. The blast as soon as it made contact with the building blew large chunks of debris directly over the heads of the crowd

"OH MY GOD LOOKOUT" yelled a man as he saw the large debris heading for them. Some of the people started to scattered out the way, knocking other people down, as they made their escape the few who were knocked down looked up to see the debris's about to crush them. Closing their eyes they waited for the end, to come but it never came. When it didn't. They wondered why. Opening their eyes everyone saw that the debris from the building had been stopped in mid air by what appeared to be a web.

"It's a spider web" said a man.

"That can be, the only one who ever used webbing was Spiderman and he's de-." Said another man before a figure came into view.

Everyone froze in shock as a red and black clad figure stood on the spider web. The person was tall, probably about 6 feet. Obviously, male he had a muscular figure to him, but not bodybuilder big, more like professional swimmer type of figure. He had a red and black costume that had spider leg patterns going all over, his chest. Along with a spider symbol also on his chest and big red reflective eyes.

"Well, I guess it was a good thing I came after all."He said as he stared down at the people underneath.

"WHO THE HELL ARE YOU?" Shouted Shocker as he looked at the Scarlet Spider.

"I'm the person who's going to beat the hell out of YOU." Shouted Kaine as the shot a web and swung towards Shocker.

"Oh no, you don't" said Shocker immediately blasting at Kaine who expertly dodged all of Shockers vibro-blast before then kicking him hard on the chest. Sending him flying right back into the bank.

"OMPH" went the Shocker as he was kicked into the bank. As he looked up as he lay on the floor. He could see the figure much more accurately. Especially the spider themed costume.

"Wow, it's only been a month... and already some wannabe poser is thinking he can be the new Spiderman." Said Shocker as he stood up.

"What? What the hell does that mean?" Said Kaine confused new Spiderman why would there be a new Spiderman when the old one is still around.

"Oh, come on you're gonna tell me you're dressed like that, fighting crime, and you're not planning on replacing Peter Parker as Spiderman?

That got Kaine's attention" What did you just say?"

"You replacing Peter Parker, as Spiderman. That's why you're here wearing that costume right? Said Shocker.

"I don't know what you're talking about." Replied Kaine to say he was shock was an understatement. He was almost left completely speechless. How, could this random upstart villain possibly know Peter Parker is Spiderman."_ Although there's something vaguely familiar about this guy."_

"Seriously, dude you come here, dressed like that and you don't know who Peter Parker is? Asked Shocker.

**"Enough! Who are you ****how do you know all this." **Yelled Kaine taking a stand ready to pounce on the villain.

"What? What do you mean how do I know this? It was all over the news." Replied Shocker completely confused. He like millions of others found out. Peter Parker was Spiderman due to the news reporting his death at the hands of the Green Goblin.

"Wh-What..news" Kaine was completely and utterly baffled by what he just heard. Apparently his brother's identity was revealed over the news. If this villain is to be believed. But how Peters is the smartest craftiest person he knows when it comes to protecting his secret identity._" How the hell could Peter have-"_

Kaine was interrupted by a vibro-blast straight to the gut sending him crashing straight towards a police car. A blast that his spider senses warned him about. But ignored due to the shock of finding out his brother's identity was revealed over the news.

"Man oh man, are you pathetic seriously you just stood there and took it." Began Shocker as he walked out of the bank." You're not only going to have the shortest superhero career, ever but also the lamest... I mean I seen newborn kittens pay more attention than you."

"Oh am sorry" Kaine snarled at him as he got up. Every muscle in his body was wound up now like a spring at the thrill of cutting lose. He turned, grabbed hold of the crash, police car and wrenched it from the ground. Shocker watched in horror as the man lifted the vehicle above his head and then without hesitation tossed it at him like he was throwing a tennis ball. Shocker rolled to the side and used his vibro-smashers to try and slow the vehicle's approach but his foot got caught under car as it crashed into the ground. He didn't even have time to attempt to move the car before Kaine was one him. The Scarlet Spider crouched over him the spider-killer side of him now fully in control. Kaine's thought process had been put on hold and he didn't see a man beneath him. He only saw fresh meat.

Shocker realized by now that something was seriously wrong. The way this new hero was acting now wasn't like any hero he ever faced before. If anything, he acted now more like a sociopaths out for blood then any hero. A stinger snapped from Kaine's left wrist, which frightening Shocker as he placed it under his chin it looked like he was almost savouring the moment.

**"Wait!**.. this ain't right...**I GIVE UP**!" Shouted Shocker completely terrified at this turn of events.

Kaine's response was to push the stinger a little harder causing it to break the skin causing Shocker to whimper slightly at the pain. Kaine was about to pierce through Shockers Jugular when-

"Let him go, man, it's over."

Kaine's body froze, angry at being interrupted during his hunt. He turned slowly to see a policeman wearing a brown trenchcoat. Moving towards him, gun in hand. Along with several other police officers

Kaine snarled at him then returned his attention towards Shocker. A stinger In hand he prepared to thrust it through Shockers neck.

_"_Don't do it!"

Kaine heard the click of the gun being cocked and reacted. Turning with lighting speed he swatted the gun from the man's hand and grabbed him by the neck at the same time placing a foot on Shocker holding him down.

Immediately every police officer in the area aimed their guns at Kaine. Screaming at him to let the man go.

"Do not threaten me" he snarled looking into the policeman frightened eyes while ignoring everyone else.

"Please.." the man managed to gasp through Kaine's inhuman grip.

This snapped Kaine out of his blood-lust. He quickly dropped the man and stepped back in horror.

"I-I'm sorry I.." but he didn't know how to finish the sentence. The Scarlet Spider quickly secured Shocker to the ground with his webbing and turned to leave. As he did he felt a hand on his shoulder. Kaine turned back coming face to face with the policeman, who was in the process of rubbing his neck.

"Listen. You did good here. And I'm glad to see someone following in Peter Parker's footsteps. This city needs a Spiderman. But you need help." the man said cautiously.

"H-How do you know Peter Parker? Kaine replied shocked.

"I worked with him on several cases." Began the policeman." After I was promoted to captain when Jean Dewolff was killed by the Punisher. We did a lot of good together. He saved a lot of lives, including my own. He didn't deserve to go, out the way he did." The man continued." Killed right in front of his family. After all the good he did he deserved better.

"I-I.."Kaine was left completely thunderstruck by what he just heard. Not only was his brother secret identity revealed but, that he was also dead. This was too much for the clone to bear.

"I-I have to go.' Kaine replied as he launched himself into the air and swung off. More confused than he'd ever been in life. Thought after thought raced through his mind. All of them wondering the same thing.

_"How could this have happened."_ Was generally the main thought that ran through Kaine's mind. As he web-swing through lower Manhattan. At a super human pace.

His brother dead. His secret identity revealed. It was just too much too soon.

_"When did this happen? How did this happen? Why did this happen?_" Were also some other questions Plagued his mind.

"**And what the hell is that?"**

Kaine was so surprised by what he saw that held on to his web-line too long and went crashing back into the building. The web line was attached to.

Kaine didn't make a sound as his back crashed into the building. His eyes never left the strange island off the coast of Manhattan. The island was probably 10 to 13 miles of the coast of Manhattan. It had three tall buildings along with several small ones. You could also see several helicopter platforms. But the thing that caught Kaine's attention was the Shield icon that was placed on top of the tallest building on the island.

"W-What the hell is going on around here?" Kaine wondered as he looked on." I'm gone for six months and this place looks like it's gone to the twilight zone."

Kaine hang there of his web line for several minutes before remembering that his brother might be dead."Shit, that's right I have to find out." He shot out a web-line and took off towards Peter's apartment.

* * *

**Several minutes later.**

_"This can't be real." _Thought Kaine as he neared Peters apartment_." But it looks so real. It's all so-AAGGH!Come on."_ He stopped across the street of where Peters apartment complex _should_ have been. But instead there was a convenience store.

Kaine was here to get answers one way or another he was going to get them. He jumped down in front of the convenience store and want in. There was a young slightly overweight African-American woman using a tablet behind the cashier. Who did not look the slightest bit, surprised at seeing Kaine.

"Uh, hi um, how long has this building been here?" Asked Kaine as he stopped in front the cashier.

"...I dunno." Replied the cashier looking at Kane with the best most indifference look, he has ever seen.

"Okay so, how long you been working here."

"About three years." Replied the cashier.

"So, there never was a apartment complex here then?"

"Are, uh, you going to buy something or rob the store?" Asked the cashier with the same indifference look from the start.

Kaine pointed towards his costume" no pockets, no money and am not going to rob you."

He pointed at the tablet" do you have Wi-Fi here?"

Immediately, the door swung open and a man wearing a black ski mask walked through holding a gun." The cash! Do it now! Do what I say open the register and give me the cash now!"

"Really, I'm standing right here" said Kaine as he shoot web line to the man's face then slammed him. Face first to the wall, knocking him out.

"So, does that get a signal in here? Said Kaine pointing at the tablet again.

The woman's indifference expression was gone now, as she handed Kaine the tablet.

"Thanks" said Kaine as he took the tablet and immediately started searching." I just need to do a quick search and-"

For the third time in a single day Kaine was left completely speechless. As he looked at the screen of the tablet. That showed a daily bugle newspaper, issue with a front page that said "SPIDER-MAN R.I.P. New York City's Fallen Hero Was Queens High School Student" along with a picture of a obviously smaller and possibly younger Spiderman.

"Oh god.." Said Kaine as he puts the tablet down on the counter.

"Please... Please be a dream.." He said as he placed his hands over his head.

"What is that? What's going on?" Asked the cashier's woman, with a concerned look on her face.

"Lady, if I told you, you wouldn't believe-" stopped Kaine as he looked a spider man pendant. that was hanging from the woman's necklace.

"What, is-what is that about" Said Kaine as he pointed at the pendant.

The woman placed a hand over the pendant" respect respecting the little dude. Just like you, but- am doing it the normal way."

Kaine moved closer to the woman." Can you- can you tell me what happened to Peter Parker exactly?"

"You don't know? It was all over the news this past month. The President even mentioned it during his state of the Union address last week."

"Please just tell me."

"... A month ago Norman Osborn, along with his Ultimate Six, that's Sandman, Doctor Octopus, Electro, Vulture, Kraven The Hunter and Norman Osborn the Green Goblin himself. Escape from prison, and headed straight towards the little dude's **home** in Queens." Began the woman, with a sad look." They knew who he, was where he lived. But he wasn't there when they got there. Instead there was that mutant with the ice powers from the X-Men. And Johnny Storm the Human Torch from the Fantastic Four. They put up quite a fight but in the end they lost. They were about to kill them before the little dude showed up."

Kaine Listen intently without saying a word as she went on.

"But the little dude was hurt when he got there. He was shot several hours ago helping Captain America. He then fought them all by himself. And would have won too if he wasn't hurt to begin with. In the end it was just him and the Green Goblin. Little dude killed the Green Goblin, but the Goblin killed him as well. Five minutes later he died from his injuries with his family around him." Finish the woman with moist eyes.

Kaine listened through the entire woman's description without saying a word. He could tell this wasn't an easy subject for to talk about.

"I-I... Thank you" was all Kaine could manage to say before then leaving the convenience store.

* * *

**Channel 8 news**

_"This just in our top story today. A new Spiderman has been seen roaming New York City when earlier today a masked individual intervened to apprehend notorious super villains, Herman Schultz preventing his escape, along with $2 million dollars"_ the anchor woman said as she stood in front of a bank. _"According to witnesses, this new Spiderman wore a red and black costume. This new Spiderman seems older probably in his 20s maybe 30s. We have some amateur footage of the fight taken by a bystander when it occurred"_ the woman said just before the screen flashed to a video of Kaine lifting and then throwing a police car in Shocker direction.

_"Caption Quaid would you like to give us a statement about said vigilante? Since you're the only one that actually spoke to him"_ The camera panned over to the familiar dark-haired man with a brown trenchcoat.

_"I will say that without the aid of this man__ Herman Schultz__ surely would have escaped"_ the police Caption replied.

_"Is he working with the NYPD like the previous Spiderman?"_ the woman persisted.

_"No, this new Spiderman is in no way affiliated or has been in contacts with the NYPD "_ Quaid replied as he turned to leave.

_"From what we've seen this new Spiderman uses an excessive use of violence and holds no regard for his suspects life. The brutality of his actions has been received with mixed reactions. Some people are saying that he should continue Peter Parker's example and others are saying that the previous Spiderman's soft approach on crime are what lead to his death. What is your view on this? And which do you prefer"_

_"I agree that his methods are excessive and we will do everything in our power to see that he abides by the law. Me personally, I hope he keeps it original"_ Quaid replied before leaving.

* * *

**Fist Towers**

The office of the _late_ Wilson Fist was not a typical office, for starters the office was quite Massive in size, you could fit a five room house into the office and still have space. There was a large bed, with blood red bedcovers on it, there was a painting of Wilson Fisk, along with his wife hanging on the wall. There was a Expensive Flat screen television, a bookcase with all type of books on its shelves, there was a Jacuzzi on the far end of the office, and there was an abnormal large desk with a computer on it by the window.

Currently the office housed only one occupant. The new, owner of the office along with the building and everything that was once owned by Wilson Fist AKA the Kingpin. And that was none other than his wife now widow Vanessa Fisk.

Ironically, she had woken from her two-year, coma, the same day her husband had been killed by that super villain Mysterio. She naturally inherited all of Wilson's possessions, including his criminal empire. Whom she helped build.

Vanessa Fisk was 5'9 with long black hair, she had brown eyes and a beautiful olive skin tone she was of Italian decent she also had a slim figure that even Kim Kardashian would kill to have. She was wearing a black businesswoman suit. There was no denying the fact that Vanessa Fisk was a beautiful woman, but despite her beautiful appearance her heart was almost as black as her deceased husband's.

She was currently working on a plan to restore her late husband's criminal empire back to its former glory. When a beautiful red-haired woman walked through the door.

"I believe I recall telling you to only contact me by phone during the day." Said Vanessa as she looked up from her work to stare at the woman." Or am I mistaken Mary?"

"No, you said it all right. But I was in the neighborhood when I saw something that perhaps you should take a look at." She said as he moved towards the TV.

The woman named Mary was 5'10 with red hair and green eyes and beautiful light skin. She wear tight black leather pants with black leather boots. Along with a leather jacket that was unzipped revealing a black leather bra on her ample chest.

"Oh, and what is so important that you couldn't have said it over the phone." Replied Vanessa.

"Well boss it looks like, you're going to have the same problems as your hubby did, when it came to running his criminal empire." Stated Mary as she reached for the on button on the TV.

"What are you talking-"

_"This is Ashley Williams from Channel 13's news live at the scene where a new Spiderman, just made his debut __apprehend notorious super villains, Herman Schultz as he robbed this TB bank behind me-"_

Vanessa got up from her seat and walked closer towards the television screen. As footage of Kaine's fight with the Shocker played through. She silently and expressionless watched the entire new segment. And when it turned off the TV.

"Well boss if you're planning on running your late husband's criminal empire. Then this could be a serious, problem for you. So that leaves only one question. What are you going to do about it? Asked Mary.

Vanessa looked at her with a blank look before smiling." I'm going to do, what my husband never had the ingenuity of doing."

"What's that? Kill Spiderman, while he was still a newbie?"

"No get him, to join me." She answered as she stared out the window towards the city.

* * *

(Authors note)

Hope you guys enjoy it. I'll be happy to answer any questions you might have.

Also can anyone guess who is Mary?She's not an original character.

Please enjoy, and show your support through favourites, C2's, alerts and reviews.

Yours sincerely

The Lord of War


	2. The Players

**Chapter 2: The Players**

It was getting dark as Kaine made his way through New York city. Reflecting on what had he had just been told he had only one thought.

_"When I get home... I'm, done.. I'm done saving people, I'm done fighting crime, I'm done battling super villains, and most of all... I'm done with this __**deathtrap**__ of a life."_ He thought as he web swing through Manhattan.

_"Dead... He's really dead... My brother is dead because of Norman Osborn."_ Reflected Kaine on what he's been told. Although he knew it wasn't _his _brother who'd died. But a alternate reality version of him. But that still didn't null the pain of knowing. That one of the few family members. He has left has died.

_"I always said he'll die eventually, if he kept being the hero... I just never thought of it actually coming true."_ Thought Kaine as he turned a right on 42nd Street.

_"Is that what happens to us?__" _Thought Kaine_."_ _A life of conflict, of never-ending turmoil always giving, always being selfless, always being the hero... So when it's done, all you get is __posthumous commendation."_ He pulled a left next to a Dunkin' Donuts.

_"How long will that last? A few months, maybe a year, maybe two or maybe as long as the next celebrity breakup ... But in the end, you'll eventually... be yesterday's news."_ Thought Kaine bitterly. From what he heard this, Peter Parker, like his own risked everything he cared about just to help make the world a better place to live in... and what did he receive as a thank you. A fancy funeral, some TV coverage along with a giant fu-

**"SOMEDODY HELP ME!"**

Kaine immediately looked left to see two men dragging a man into a dark alley. Both men were armed, one with a baseball bat and the other with a handgun.

_"I should just keep swinging... It's not my problem."_ Kaine waited for the voice in the back of his head to tell him with great power comes great responsibility.. But strangely, it never came.

_"I guess even my conscience agrees with me now."_ Thought Kaine as he prepared to continue web swinging.

**"PLEASE I HAVE KIDS AM A SINGLE FATHER I-AAHH!"**

"Dammit" muttered Kaine, even without his conscience telling him he knew he had to help. Kaine turned down the alleyway, his attention completely focused on the two men in front.

He jump down behind them. And immediately grabbed them by their necks. They immediately grabbed hold of Kaine's hands, dropping their weapons and trying to break free, but couldn't.

"You two are about to have a really bad night" Kaine growled before he slamming both of them together repeatedly until they were knocked out. Then throwing them on the alley floor.

He then looked at the victim. He was lying on the floor. He was a middle-aged man with brown hair, wearing a brown T-shirt and blue jeans. Besides a few bruises. He was just fine.

"Are you okay?" Kaine asked as he helped the man up.

"I-I-I was just playing a game of pool with these guys and they** jumped** me. Just because they thought I cheated." Explain the man as he stood up. Shock evident in his voice.

"So you're okay?"Kaine asked.

"Wow, I saw the news, but I never thought I get to meet the new Spiderman in person." Said the man as he looked Kaine from head to toe.

"Excuse me?" Said Kaine, not quite sure he heard what the man said correctly.

"You know, you're the guy everyone's been talking about on the news." Said the man.

"What does that mean?" Asked Kaine still not understanding where this was going.

"**You** Know, you picking up the mantle of Spiderman. And God bless you for doing it." Began the man." We need all the heroes we can get. Lord knows this world gets darker and darker each day." Finished the man as he took Kaine hand and began shaking it.

"I-I am..n-"

"You know it's ironic" the man said, interrupting Kaine." I meet the original Spiderman a year ago. When he pulled me and my twin girls. Out of my old apartment complex as it burned to the ground. And now am meeting you... Thank you." Teardrops began fall to the ground as the man began to cry openly in front of Kaine.

"Ar-Are you ok? Kaine asked, surprised by the man's sudden emotional outburst.

"..I-I..just..never..I..nevered..thanked him.." The man tried to say between weeps.

"Never thanked who?" Asked Kaine.

"The.. original Spiderman..the kid saved me, and my family and didn't ask for anything, and I didn't even thank him." the man stopped to wipe away the tears." It's been eating me up inside... Ever since he died this past month... I just wish, I could've told him how thankful I was, for what he's done for me and my family."

What is it about _this _reality. That just seems to leave Kaine so speechless.

"I-I" Kaine began trying to find the right words." I'm sure he knows. I'm sure wherever Spiderman..Peter Parker is now am sure he knows... And he appreciates your gratitude." Finished Kaine as he put his hand on the man's shoulder.

The man looked at Kaine with watery eyes. Before suddenly wrapping him in a tight hug." Thank you, thank you. You don't know how much this means to me."

Kaine was left completely stunned by this man's display of emotions. He honestly didn't know what to do. Normally he would had just have told the man off and roughly push him away. But neither of those two seems right at this moment.. So instead he'd padded the guy on the back.

_"Maybe, there's something to this hero's life after all."_

"You should go home. It's getting dark. Your kids are probably worried about you." Said Kaine as he gently broke away from the man.

"Y-Your right.."the man said as he pulled himself together." I should be getting back. My kids are probably scared stiff by now."

"Then you should probably go. Put their worry at ease."

"You're absolutely right." The man start running out of the alley." Thank you, thank you again Spiderman." He said as he turned the corner.

"You're welcom-" began Kaine before he realized something."Wait am not **Spiderman**" but it was too late. The man was already gone.

"Dammit, like I didn't need any more problems complicating my life." Immediately his stomach growled." Oh, thank you God."

This is one problem Kaine usually doesn't have. A hard time solving. But sense his suit doesn't have any pockets. He doesn't have any money on him. And being stuck in alternate universe sure doesn't help.

"Just great what am I-" he began before glancing at the two unconscious men, when a idea struck him. He immediately looked around to see if there was anyone around. Seeing no one. He immediately crouched down. Reached into their back pockets and took their wallets. And found them to be bursting with dollar bills.

"No wonder so many people turn to crime... It pays so well if, you can get away with it." Said Kaine as he counted the money. In total he had about $10,000 dollars. When he was done counting he webbed the money in a web pouch. And then shoot a web line and started web swinging in search of food.

As Kaine web-swing's away a man came out from behind a large garbage dumpster and looked on as Kaine swung away."I-I can't believe what I just saw..the new Spiderman..is a **thief**"

* * *

**Lincoln Towers: 8:00**

A tall man looked out towards the Manhattan night. Marveling at the display of dazzling lights that has always, turn on after the sun has set. It's all so wonderful. You could stare at it for hours lost in its magnificence.

"Mr. Lincoln sir?"

**"What!?"** Came the reply angry at being interrupted.

"Y-You were staring out into the city again."

"Oh, so I was" the man said as he rubs his head" let's call it a day today gentleman and convene tomorrow morning at eight."

The group of people nodded their heads. And began walking towards the door. One by one they exited. And when the last one, closed the door behind him.

The man remaining in the room. Let out a deep breath." It's days like these that make me wish, I was still a Mafia enforcer."

L. Thompson Lincoln stood at 6'3 with ghost white skin, his hair was short and pale white, with a slight silver tint, he had on a black business suit that showed off his powerful frame. Along with a blue tie and black shoes.

"Mr. Lincoln a man is here to see you." said Dorothy the secretary through the intercom on his desk..

"Send him in Dorothy, but after this no more interruption " said Lincoln .

"Yes sir" she replied

Entering into the lavish office. A bald headed man made his way through until he was halfway across from Lincoln. He was probably about 6'0 with hazel eyes with light skin. Wearing a black T-shirt and blue jeans.

"You're late Lester" stated Lincoln.

HEY!...you called for me…I was in the middle of something in New Jersey" came the heavily accented voice of the man called Lester." And.. don't call me by my real name. Call me by my-"

"Shut up Bullseye I have a job for you" said Thompson Lincoln aka Tombstone.

"Not that.. I'm not grateful for the work...But I thought you left this life behind. When you formed your company." asked Bullseye walking up to the desk.

"It's true, I left many of the previous elements of my former life behind me.' Stated Lincoln." Certain aspects, however, I still retained. Such as the habit of eliminating my enemies."

"A very useful habit to have in the corporate world." Said Bullseye as he leaned forward." So who's the target?"

"Vanessa Fist" said Lincoln staring Bullseye directly in the face.

"The Kingpin's widow" repeated Bullseye shocked by the answer.

"Yes."

"Why would you... Why would you want to get rid of her" an idea struck him" you want to takeover Wilson's criminal empire. But you can with his broad running the show."

"HAHAHAHAHAHA… Bullseye my small minded friend as always you completely miss the point" said Lincoln as he stood up from his desk." I don't want Wilson's criminal empire... Like you said I left that life behind me." He walks over to the window and stares out into the city" What I want is his company. I want Fist Enterprises."

"Can't you just buy it?" Asked Bullseye as he stares at Lincoln's back.

"I tried, but she's majority shareholder of the company now after Wilson's death. And she refuses to sell" Explained Lincoln still staring out into the city.

"Well then... I guess that's where a man of my expertise comes in" said Bullseye with a wicked grin.

"Yes, this job is exactly up your alley." Said Lincoln as he turned to face Bullseye.

"You know... An assassination of this caliber.. Isn't going to come cheap." Stated Bullseye.

"$50 million dollars "said Lincoln without a moment's hesitation.

"$50 MILLION DOLLARS!" Shouted Bullseye not believing what he heard.

"Is this amount insufficient for you?"

"NO! I-It more than enough.. It's just the way you said it so quickly and without any hesitation."

"I'm no longer a meager Mafia enforcer Bullseye. Now am the CEO of a multimillion dollar corporation. A corporation that I wish to expand... No matter the cost" Lincoln said with firm resolve in his voice." So will you take the job?"

"Oh yes, I'm definitely accepting this job," said Bullseye

"Good, I want it done by the end of the week."

* * *

**Bar With No Name: 8:30 pm**

Mary Walker was enjoying herself. She was currently playing pool in the Bar With No Name and winning. The money and shots were lined up on the table and she knew as the night went on and both continued to accumulate there were going to be some hard feelings. Which usually resulted in a few bruises the occasional broken bones and the not so uncommon dead body.

What can you expect from a place that's a haven for criminals of all likes. From Super villains, Mobsters, Cartels, Gang members, henchmen, to your average perch snatcher. If you're a criminal. This is a safe place for you to be. Well, as safe as you can be in a building filled with cutthroats, murderers, rapists, gang bangers, mad scientists, and so on.

And it's all thanks to the dozen or so mutant telepath's that are constantly scanning for undercover cops, federal agents, and the occasional superhero. Or maybe it's all due to the hundreds of bribes, the owner makes to make sure this little establishment continues running its ill-gotten services. Who really knows? Who really cares?

It was a dangerous game she was playing, and she knew it but Mary liked to live on the edge. She was only 25 and had already packed a lifetime into those years. Who would have guess only 10 years ago she was just another high school sophomore trying to figure out what she wanted to do with her life after high school. When her mutant powers manifested. Suddenly, "Mary plain" as they used to tease her. Could suddenly start fires, with her mind. And get the cat stuck in the tree down by levitating him. You would think the day, a 15-year-old teenage girl received her powers was the happiest day of her life. It would've been if her parents hadn't called her a freak of nature and kicked her out of house. To the cold merciless streets. To a world that's harsh and cruel to those that are different.

But she survived, sure she's no longer the same person that she was 10 years ago. And there's more than a few scars now, both physically and mentally. But in the end, all that really matters is that you survived.

Her powers. Her talents with martial arts. And later on, her knowing her way around a gun made her, a perfect assassin/mercenary for hire. And that's exactly, what she's been for the past 10 years.

That's how she found herself to be employed by Vanessa Fist less than two months ago. She had met her husband, Wilson Fist several dozen times in the past. She had been employed by him several dozen times to. She could've been his personal assassin. If he wasn't, such a bastard to work for. Not to mention cheap. But that's getting ahead of ourselves.

Looking back she never did finish that sophomore year, or high school in general, but she'd learned things most people would never know existed. She was good at what she did and enjoyed every minute of it. The danger had become addictive and she sought it out at every turn. Coming to this place tonight was a perfect example. A woman alone in a place like this was courting disaster, hell it borderline suicidal. Mary saw the way the man looked at her, like hungry dogs wanting to get fed. As she bent over to line up her next shot, she knew they were checking out her ass, but they also got a look at the gun she had tucked into her waistband. The other gun under her jacket not to mention her powers they would only find out about them if they tried anything. Which they never do. Not because of her intimidating weapons. But because of _her_ reputation. You don't work in this field. Without people knowing who you are.

Her phone went off as she took a shot. Glancing at her phone, she saw the caller ID.

"Sorry boys, looks like we'll have to postpone this game for another time" she said with a big smile, only to hear a rumblings going through the crowd." Don't worry, I'll be back tomorrow night."

She moved over and pocketed most of the money, leaving a twenty plus a five dollar tip for the bartender on the table. She down all of her remaining shots and then headed towards the back door as she answer the phone.

"What?"

"You were supposed to check in 15 minutes ago." Came the voice of Vanessa Fisk.

" And I told you I'd, call if I had anything, which I don't." Replied Mary

"I'm the one who sets the ground rules her Walker. Or did you forget who signs your paychecks?" Said Vanessa.

"Find mom," Mary joked" but it doesn't change anything. There's nothing on this new Spiderman character. Either he's really good at covering his tracks. Or earlier today was really his first costume debut." Stated Mary.

"It's to be expected. That there would be no information on this new Spiderman so soon." Began Vanessa" but am certain that there must be something out there of value. No one just pops out of thin air. No one just randomly decides to be a superhero."

"I don't know what to tell you, I've been to over a dozen places, and none of them, have heard anything of this new Spiderman. Besides, what's on the news." Responded Mary.

"That can't be right... I was so certain, this new Spiderman must have started small, then made his way into the spotlight... Just like the original." Replied Vanessa.

"Maybe he's an idiot, who went in full throttle without thinking, this through. I mean we all saw how he stood there. And let the Shocker blast him. I bet you anything he froze." Stated Mary.

"It's possible.. But I doubt it, his movements weren't that of an amateur. He must have practice it somewhere" reasoned Vanessa" and I want to know where."

"Well, then you're just going to have to give me more time."

"Fine then report back to me at midnight tonight. At _exactly_ midnight tonight." Stated Vanessa.

"Yes, mom" said Mary, before she hung up.

* * *

**Queens: 9:30**

"Damn, Damn Damn, **Damnit!**, " said a man in a mobster type outfit complete with: blue and black pin strips on his suit, and he also happened to have an abnormally large and flat head.

"What's the matter boss?" Said a short man standing at about 5'4. He had slicked back black hair, haggard and world weary blue eyes, a dark tan complexion with a mustache on his top lip. He was wearing a black suit with a black tie. He also wore two double shoulder holsters underneath his suit. That held two Golden Beretta's.

"What's the matter? Don't you idiots ever watch the news." Asked the man with the abnormally large head.

"We do boss, it's just that we've been so busy lately" stated a man of average height at 5'8 with a slim build. He had medium length brown hair, that was covered by a beige cowboy hat; he had brown eyes a light tan complexion and was devoid of any facial hair. He also had a southern accent.

"Yea boss we been working our asses off. Getting everything ready for your big takeover." Informed the last person in the room. He was tall, standing at 6'5, with a shaved bald head, a dark tan skin tone, black eyes and a clean shaved face.

"Fancy Dan, Montana, and Ox while I appreciate your hard work. It would be nice if you all would show a little bit more initiative." Began the boss of the men gathered." "Because the arrival of a new **Fucking **Spiderman, is a huge fucking **issue!**" Stated the boss.

"N-New Spiderman...but how is that possible, so soon" asked Montana shocked at hearing the news of a new Spiderman.

'Hell if I know." Began the boss." That's why am sending you three out on the streets to find information on this new Spiderman." Continued the man." Put the word out, on the streets Hammerhead is paying top dollar for info. On this new webbed freak." Stated the man now known as Hammerhead.

The Enforcers nodded their heads, but stood there."Well? What are you three bozos waiting for an invitation? Get to it **NOW!**"

Startled, they immediately headed towards the door. As the last one, close the door behind him. Hammerhead moved to sit down on his lavish chair. And stared out of his apartment window , deep in thought.

_"What's rotten luck."_

* * *

**Manhattan**

Kaine had been swinging through the city for about four hours now after stopping in a pizza parlor to grab a quick bite to eat. He was currently looking for a place to spend the night. With no sightings of any real problems, mainly it was small things. He'd saved a construction worker when he tripped and fell. Over a building that was under construction. Along with saving an old lady from being run over as she crossed the street.. All in all it was turning out to be a quiet night.

**WHOOO! WHOOOO! WHOOOOO! SCREEEEECH!**

Kaine looked down to see three police cars pulling over a silver Honda Accord. As soon as the Honda Accord had pulled over. Four police officers come out from their police cars three of them came out guns drawn pointed at the Honda Accord and another with a baton in his hands. They all slowly approached the Accord.

He quickly came to a halt on a nearby roof top and watched. Ready to help the police officers should they need it.

The door to the driver side of the car slowly opened and slowly an attractive woman stepped out of the car with her hands up. She was about 5'8 with short black hair, tan skin and an athletic figure, and she was wearing black pants, a white blouse, and a black leather jacket.

_"Wait a minute, I know her sh-"_

"Okay boys, what is this about" said the woman, with her hands up as she looked at the police officer with the baton

"Shut up and get your ass on the ground **NOW!**" Shouted the police officer with the baton as he pointed to the ground with his baton.

The woman did as she was told. She got on the ground with her hands spread up. Immediately the police officer with the baton walked over and planted his foot on her back.

"D-Do you know wh-ARGH!" she screamed as she was struck by a baton.

"I said shut the **FUCK UP!"** the police officer with the baton said after he hit her." And we know exactly who you are... Detective Hill"

_"Detective? Shouldn't she be a Shie-"_

"Word is.. You're the one, who told the Captain we were taking bribes from Hammerhead" said a officer." Listen bitch if you can't keep, your mouth shut were go to shut it for you."

"Yea, you might have been a part of some hotshot government agency once." Said another officer."But around here that don't mean **SHIT!"**

"So let this be a lesson to you" the police officer with the baton said as he lifted his arm to strike again. But before he could strike a web-line shot out and attached to his back.

**"AAAAIIIIEEE!**" screamed the police officer as he was violently pulled up into the air before crashing on top of his police car. Shattering the front window, along with denting the roof.

**"WHAT THE FUCK WAS THAT!"** Yelled one of the police offices as he fanatically looked around.

"That's would be me" everyone looked up. On top of a street lamp. Stood a man wearing a red and black, spider, themed costume." And you assholes will be lucky to have even a single unbroken bone by the time am through with you."

"Jesus Christ, **it's** the new Spiderman" one of Cops said as he took aim at Kaine.

"I don't care if it's Captain America, shoot him" his companion replied as bullets flashed from his gun soon his companions followed suit. The Scarlet Spider jumped into the air evading and closing the distance between him and his opponents with lighting speed.

The Scarlet Spider landed on the closest man and kicked his chest throwing the man to the floor and giving Kaine enough propulsion to flip backwards avoiding the spray of gunfire that erupted from the other men. Then shooting a web-line from his right hand as he span in mid air, he snagged one of the other men and as he landed he pulled him off his feet sending him flying into one of the many concrete buildings that made up the city.

Kaine remaining opponent now realizing he was the only one left began to panic. He started shooting wildly. Some shots didn't even come close to hitting Kaine. Before finally the inevitable happened.

***CLICK*,*CLICK*CLICK * **"

Came the sound of his now empty magazine.

"Oh shit"

"You said it" said Kaine as his fist collided with the man head lifting him off the floor and sending him flying straight through the window of a retail store.

Looking around and finding that all the men that he had taken out were still unconscious. He moved to check on the victim of this whole ordeal. Finding her to be hiding behind her car.

"You can come out now it's over."

She popped her head over the side of her car. Looking around and finding that it was over. She stood up and began walking towards Kaine.

" My god, you took them ALL down by yourself" the awe was evident in her voice." I haven't seen anyone do anything like that. Since I quit being a Shield agent."

"You **quit** Shield" Kaine couldn't believe this the Hill he knew lived and breathed being in Shield. Especially when she was Director Hill. The only way he saw her leaving It was in a body bag.

She mistook Kaine's, surprise, for something else.

"I'm not surprised your shock at hearing that. Ever since Carol Denver revealed certain aspects of Shield life when she was director. Basically everyone now knows you can't just quit Shield." Said Detective Hill as she looked over Kaine.

_"Carol Denver was once head of Shield. Ms. Marvel?"_ Thought Kaine of the unlikely hood of this ever occurring in his reality.

"Why did they let you leave?"Kaine immediately knew he touched on a sensitive issue. If the scowl on her face was any indication.

"That's for me to know and for you to mind your own business" yelled Hill as she placed her hands on her hips.

"Jeez.. Sorry for asking lady" said Kaine as he tried to calm her down.

"I-I am sorry for losing my temper its ju-" she chokes up" it's ju-"

"You don't have to say anything" she looks up at Kaine surprised" believe me, I more than anyone know there's some things. You just don't want to relive." Said Kaine remembering certain incidents in his past. That he'd rather never speak of again.

Hill was shocked to hear this. Everyone she ever told she was an ex-Shield agent. Always pushed her for details on why they let her leave. What made things worse was. When she refused to answer on how she left. People began speculating. She heard the rumors around the department. That she forced to quit due to her lack of skill. Or that she must have messed up a mission so big. They allowed her to quit. Every single last one of those rumors hurt her inside. If they only knew the reason.

"Thank you for not being pushy" she muttered softly " my name is Maria Hill, by the way."

"And I'm-"

**WHOOO! WHOOOO! WHOOOOO!**

Immediately dozens of police cars could be seen speeding towards them.

"I guess that's your cue to leave." Stated Maria as she turned to look at the approaching police cars. " Unless you want to explain all this with me?"

"Yea I think I'll pass" said Kaine as he quickly fired a web line and started swinging away from the scene." Have fun explaining all this Detective Hill."

"Thanks for the help Spiderman." Shouted Hill as Kaine turns a corner.

'I'm not Sp-" yelled Kaine before he realized he was too far away to be heard.

"Dammit!"

* * *

**The Yellow Flag Strip Club: 11:30pm**

Mary Walker walked into the low lit club and immediately went to the bar and ordered a shot of tequila. Tossing the shot back she felt the liquor hit the back of her throat and she let out a contented sigh. She slammed the glass back down on the counter and ordered another shot. Tossing the second shot back she got the bartender's attention again.

"Hey….get me another shot and tell Rico Mary's here to see him"

The Bartender nodded his head and poured another shot and left to go find Rico the manager of the club. Suddenly Mary heard the music grow louder and the men along with a few women crowded around a stage they shouted and holler louder. Tossing her third shot of tequila back Mary turned around on her stool and watch as the lights dim even further and a very attractive blond haired woman take center stage and begin to dance.

The Yellow Flag was owned by the same owner as the Bar With No Name. Everyone inside was either criminal or associated with one. However, unlike the Bar With No Name were a criminal can grab a drink and discuss their next illegal act. In The Yellow Flag you can get _much _more. For the right price. You can take the dancers upstairs and live out your wildest fantasies. You need something illegal smuggled to the country. This was the place to order it. All in all, it was a hell of a place.

Mary had to admire the way the blonde seductively moved her hips to the music, the way she moved her body along the pole and teased the people in the suits that were crowded around the stage. All in all Mary was starting to have a good time but as with all good things sooner or later it comes to an end.

Mary good mood was killed when a short chubby Hispanic man came to stand beside her. The man had a thick mustache and a teardrop tattoo going down across his right eye, this was the man Mary had come to see and the manger of the club.

"Well, well, well, if it isn't Typhoid Mary, you got some nerve showing your tight ass around here." Said Rico.

"Oh Rico, you know just what to say to a girl to make her all lovey-dovey" said Mary with her most sarcastic voice.

"Spare me the sarcasm you dyke, if you here for Pamela she's in the back." Said Rico as he turned to leave.

"Why Rico, I'm not a lesbian am bisexual" stated Mary" and I'm not here to see Pamela am here on business on behalf of the Kingpin."

"HAHA... Everyone knows the kingpin is dead.. The video Is still on YouTube."

"Wrong Kingpin" Said Mary.

That shut Rico up" So it's true.. Wilson's wife is replacing him as the Kingpin."

"Yep and am her right hand woman" said Mary, enjoying the frightened expression on Rico's face." So if I were you I'd watch what you say about me."

"O-Of coarse Mary. No disrespect intended" began Rico "it's just that you do cause a lot of trouble when you're here."

"And for that I'm sorry... But on to business. I need information." Said Mary.

"Of course, of course, but not here Mary in my office." said Rico walking towards the back. Follow by Mary.

* * *

**A few minutes later.**

As they both sat down on the desk. Rico pulled out two glasses and set one in front of himself and one in front of Mary. Taking out a bottle of Havana club rum he poured some in each of the glasses. They both picked up their glass and then at the same time they tossed them back. Setting the glass down they stared at each other.

"What do you need to know"

"The new Spiderman that just appeared this morning. Know anything about him?

"HA!... The guy appears for the first time this morning. And you think. I know anything about him?"

"Do you or do you not know anything about him?"

"... I have something... But it's not exactly 100 percent concrete."

"Well, I'm all ears."

"..Earlier today, some of Tony's crew came in and started talking about how this new Spiderman.. get **this** robbed them."

"Wait, you mean to tell me this Spiderman actually robbed them."

"That's what I heard from Tony's crew. Apparently they were about to jump this poor sap. Who cheated on a game of pool. When this new Spiderman came out of no where and beat the hell out of them. And when they came too their wallets were gone."

"You know they could've been robbed by a homeless person for all we know."

"No get this a waiter from a nearby restaurant saw the whole thing. He was the one who told Tony's crew what happened."

"Any proof?"

"Besides the witness no... That's why I said it's not 100 percent concrete."

"... Still, it's better than nothing." Said Mary and she stood up." Thanks for the info Rico."

"Of course Mary, I'm happy to assist the Kingpin in any way."

"I'll make sure she now that."Said Mary as she headed towards the door.

"I'd appreciate it if you did Mary." Said Rico as Mary walked through the door.

* * *

_"God what a kiss ass" _thought Mary and she closed the door behind her. You worked for a powerful person and suddenly everybody respects you. Of course, it to be expected.

_"I guess I better report back to Vanessa it's almost midnight"_ thought Mary and she made her way to the front exit. As she did she passed all sorts of exotic dancers and patrons of the club. Before something or to be precise, someone caught her attention.

A blonde haired woman. She was sitting on the lap of a large African-American man with dreads. Who was groping her in between shots of whiskey. Even from a far you could see her beautiful blue eyes. They were like sapphire, glittering in the lowly lit room. Her smooth platinum blonde long hair that was like silk. Those voluptuous red lips and finally those watermelon sized breast of her... No wonder she's so popular.

A smile crept on Mary's face as an idea struck her. She began walking towards the woman. When she was several feet away. The blonde notice her.

"Hey Pamela" said Mary as she continued walking towards the blonde.

"Mary...nice to see you still remember my name" she snapped, "No letter…no call….no email."

"What can I say love.. I've been busy with work" replied Mary defending herself." We all got to make a living."

"That's funny... I recall also working ... Yet still finding the time to call you, email, you and write your letters... Which you never replied back." She said angrily.

"Oh, come on you know. I don't have a permanent resident." Replied Mary.

"That still isn't a valid-"

"Bitch, stop talking to you friend and let's go up stairs. By the time I'm done with you you're going to need a wheelchair." Said the man Pamela was sitting on.

Mary responded before, Pamela could say anything." "HA!...Fat chance of that happening dickshit if anything she'll need a shrink to get over how much of a **fucking** disappointments you were."

"Bitch, you better check yourself before I wreck that pretty face of yours." The man said as he tightly gripped a beer bottle.

"H-Hey maybe we should al-" began Pamela before.

"Like a dick, you don't have the balls little man" insulted Mary with a grin.

"OK THA-" that's all Pamela could get out before she was roughly thrown off the man's lap. Beer bottle in hand. The man launched himself at Mary and swung the beer bottle directly at Mary's face and-

***Bang***came the sound of a gun going off, followed by the sounds of a bottle, shattering as it hit the ground next to a corpse.

Mary's gun was still smoking from its recent discharge. She had drawn her gun in the blink of an eye. And fired without the slightest bit of hesitation. The entire club was now dead silent. As everyone stared at the scene. Everyone saw what happened but no one said a word. That is until-

"**Dammit Mary! **He was my best customer" snapped Pamela as she got up from the floor and looked at her deceased customer. He was obviously dead by the bullet wound in his forehead.

Mary hosted her gun" would you rather I'd let him mess up my face?"

"We both know you could have stopped him without killing him." Stated Pamela.

"True.. but" she began" he called me a bitch."

"You are a bitch." Said Pamela

"Yea but only my friends can call me a Bitch" began Mary" if I let just anyone call me a bitch I look soft."

"So that's why you killed him." snapped Pamela" To protect your reputation."

"That and he was a rival" informed Mary.

"Rival in what?"asked Pamela.

Mary quickly grabbed her and kissed her deeply. Pamela resisted at first, before giving in and returning the kiss. The kiss wasn't your quick kiss on the lips. It was more like two people playing 'Explorer' with each other's mouths type of kiss.

They ignored the catcalls and whistles. As they continue to make out. Before finally, after a few minutes were forced to break apart for air.

"Rival for you, baby doll" said Mary breathlessly as she held onto Pamela.

"Oh you, you know just what to say to me to make me feel all tingly" said Pamela as she laid her head on Mary shoulder." Shall we go upstairs lover?" She whispered into Mary's ear.

"Go up without me." She turned to look at the body laying on the floor "I have to take care of a few things first."

"Fine, just don't keep me waiting too long" Pamela said as she started to walk towards the staircase. Swaying her hips slowly as she reached the stairs.

Mary whistled as she watched her go. Before turning to the bartender" tell Rico to charge me for the cleanup bill along with any other additional cost for disposing of the body." The bartender nodded his head as he made his way towards Rico's office. Mary then pulled out her cell phone and dialed a familiar set of numbers. And waited until the person picked up.

"Apparently you forgot the conversation we had earlier tonight, Walker." Came the irritated voice of Vanessa Fist.

"Oh believe me, boss. What I found out is worth being late."Mary said with a devilish smile.

* * *

**AUTHORS NOTE**

Well there you have it chapter 2. I hope everyone's enjoys it.

Also to the people who thought Mary was Mary Jane Watson. I just have one thing to say... SERIOUSLY?

One last thing before I go...** Review** I love reading you comments.. Especially the long seriously thought out one's.


	3. A Troubled World

**Chapter 3: A Troubled World**

**Twin Lakes, Alaska**

At his lakeside home, a man with short blonde hair, blue eyes about 6'1 in height found himself listening to the sound of helicopters rotors as they flew overhead. The irritable scowl on his face could be attributed to the disturbance of his solitude, the fact that he knew who said people were, as they approached by helicopter and said people completely ignored his wishes of being left alone. That last one was possibly the biggest reason he was in a foul mood at the moment.

Suddenly the sound of a helicopter landing in a field across from his log cabin could be heard. Looking outside from his window, the man could see six uniformed soldiers exiting from a Black Hawk helicopter. The soldiers were dressed completely in black, save for their silver Shield icon. The six soldiers immediately deployed themselves in a defensive perimeters around the helicopter. After a few minutes, the men could be heard saying "All clear" with that, the helicopters door slid open again and out stepped a man in a black leather trenchcoat.

The man in the trenchcoat was about 6'0 in height African-American, bald, wearing black pants, black military style boots, black shirt and finally the man wore a black eye patch on his right eye.

The man turned towards the log cabin and casually began walking towards it. The smell of roasting meat became ever more present with each step. Finally stopping at the front door. The man raised his arm and knocked three times, then waited till the door opened with the blonde haired man blocking the entrance. Both men stared at each other for a few seconds before.

"So... What's for breakfast soldier?"

"Well, for dinner I had Wood bison. For breakfast, It looks like-"

"More bison nice... You know, someone should probably let you know that animal _is _on the endangered species list... But then again, aren't we all these days?"

"It's good to _see_ you again Nick, it really is... But I'm not coming back." He said softly, but with a firm resolve in his voice. As he stared at the other man directly in the face.

"You have to, Steve" replied Nick Fury as he stared at Captain America." America needed it's symbol... And I need my Captain."

* * *

**The Triskelion: Headquarters Of The Ultimates **

A woman web-swings across the tallest building on the island before then, landing on her apartment balcony. She then dials a familiar set of numbers on a keypad. Her apartment's balcony door opens and she walks through the door automatically closing behind her. She walks into her small but cozy apartment room. Immediately heading towards her kitchen removing her mask along the way. Walking up to her refrigerator. She opened the refrigerator door looks inside then picking up a can of Pepsi and some leftover Chinese food.

She brought both towards her kitchen table. But stopped when she saw a newspaper on top of her kitchen table folded with a yellow sticky note on it. She stares at it for a few seconds before then walking towards her kitchen table placing the Pepsi and Chinese food on the right side of the table. Then plucks the sticky note from the newspaper holds it up and read it.

"Thought this might interest you." Read the sticky note without any indication, who's it might be from.

The woman puts the note down on the table, then picks up the newspaper, then, unfolds it. It was this morning's edition of the Daily Bugle. She was surprised by both the front title and picture. The title read" New Spiderman Appears" then showing a picture of a man dressed in a black and red spider theme costume. She reads on with an angry scowl on her face. When she finishes she looks back to stare at the picture of the new Spiderman.

"Oh... Absolutely **not**."

* * *

**Brooklyn, New York**

The bright sunlight filtered in through the holey washed out white curtains and into the cheap motel room. The heat and light of the sun hit the face of the single occupant in the messy and unkempt medium sized bed; the occupant in question was none other than Kaine the Scarlet Spider. Kaine was lying on his stomach with his head and arms hanging off the edge of the bed. He felt the light shinning on his face and as a result he began to stir from his deep sleeps.

"….Ugh…..Ugh" he started to groaned as his senses returned to him. His eyes parted and his sight came into focus and the first thing that he saw was the ugly maroon colored carpet of the cheap motel room, "Ugh…..where am I" he croaked as he began to sit up." How the... hell did I.. go from the four seasons... to the dump yard?" He wondered as he looked around the horrid room.

"Ugh…"Kaine groaned and then closed his eyes remembering what happened yesterday."Ugh… So that wasn't... a dream.. I really am stuck... In an alternate universe."

Looking around the filthy, decayed room he was in. He knew what happened last yesterday was no dream, but a reality. He handled this like any normal person would.

**"FUUUUCCCKKKK!"**

By cursing loudly into the sky.

There came a loud banging from the room next door, followed by someone yelling.

**"HEY! SHUT THE FUCK UP! IT EIGHT IN THE MORING ON A SATURDAY! SOMEPEOPLE ARE STILL SLEEPING MOTHERFUCKER!"**

"Ugh…"Kaine groaned as he rubbed his forehead." Why Couldn't it have..Been a dream?"

* * *

**Twin Lakes, Alaska**

"What **if** I say please? Asked Nick Fury as he warms his hands by the fireplace. His been trying to convince Steve Rogers, to return to being Captain America for the past hour with zero progress.

"Ask however you like, Nick.. Doesn't change the answer." Replied Steve as he grabbed a stainless steel coffee pot." Coffee?'' He asks as he holds up the coffee pot.

"Sure." Steve fills a metal cup then hands it to him."Thanks" says Fury as he takes the cup into his hands.

"I've seen what they're saying on the news... Tell me what really happened." Says Rogers as he pours himself a cup of coffee.

"Besides the revolution in Southeast Asia and the nuke in South America?" Asked Fury grimly. "Our old friend Reed Richards created a Darwin bubble... He accelerated the evolution of generations of humans and brought a future city back to his past... To the here and now... They destroyed part of Eastern Europe and we lost almost half our fleet in a engagement with him." Fury stares at his coffee cup for a few seconds before finishing." It's as bad as it gets... We have no solutions."

Steve sits down across from Fury" Reed Richards... We should've handled things differently.. What is it they say about children being perfect reflections of their parents?.. This is our fault."Steve sat there motionless for the longest moment saying nothing as silence reigned over his home before asking." What's Tony's take?"

"He says he is building something." Says Fury as he finishes taking a sip of coffee." I'm guessing a strangely convincing, weirdly-hot, robot companion/scotch dispenser."

"HA!" Laughed Rogers" you're probably right... Still.. I don't understand Nick. Why do you need me? At the end of the day, sure am faster, stronger and more resilient than most men, but tactically have always been a straight ahead type of guy." Continued Rogers as he stood up." Beyond telling you to drop the Hulk into the middle of this city Richards made. I'm not sure what I can offer."

"Well, no lie, I do like how that Hulk thing sounded." Began Fury as he as placed his coffee cup on the floor." But I don't actually need _you_ to do anything... I need what you represent." That got Steve's attention.

"What are-"

"Steve the problem is the President." He waited a few seconds to let that sink in before continuing." Were facing enemies we can't defeat... It's just not going to happen. But the president is _demanding action _and a lot of good people _are_ going to die because of it." Fury's stern face became even more serious." If you were to publicly denounce the President's actions we-"

As soon he knew where this was going Steve closed his eyes and held up his hand.

"Stop talking." After taking a few moments to gather his thoughts he continued." I think you should leave Nick."

"Something has to be done." Fury looked at him the most grim expression a human can muster." The whole worlds going to hell quicker than we can save it Steve.. Each day there's more and more problems and less and less good people willing to solve them."

Steve holds up his hands in front of him." I have so much blood on my hands Fury.. I've killed so many people. During the war and after.. They would never be clean. But I have made peace with what I've done...By believing that the things I've done have been for a greater good." Says Rogers as he turns to stare at Fury." So, make no mistake while I am a murderer... I am not.. A **traitor**."

Fury stares at him directly in the eye before replying." Steve.. If we don't do this-"

"Find another way" interrupted Rogers.

"And if there isn't?"

"Find someone else."

"And if there isn't anyone else?"

Steve Rogers answers without a moment's hesitation." Then I'll see you on the other side Nick."

With that response Fury stood up and headed towards the door. But not before saying one last thing.

"Peter Parker would be ashamed if he could see you now." And with that he was out the door. Leaving behind a guilt ridden shell of a man who used to be a hero.

* * *

**Paris, France**

A woman walked the Avenue des Champs-Élysées the most famous street in all of France. She was in her 50s she stood at 5'7 she wore a purple channel designer kneelength skirt along with a purple Channel jacket and a white blouse. She also had a black purse. The woman's current expression, was that of bliss and considering all she's been through this past year. Showed how strong-willed she was.

The woman was none other than May Parker. She had graciously accepted the offer of Tony Stark of giving her a chance at a new life here in France. Stark had even graciously given her his villa along the French Riviera. She was in Paris, exploring the sites with her companion.

"Hey, Aunt May wait up."

May turned to see a blonde haired teenage girl wearing a black skirt, a white and black longsleeved T-shirt and black converse shoes. Quickly walking up to her. She carried two cups of coffee in her hands.

"Here you go Aunt May. A fancy French coffee made by the **cutest** French barista I have **ever** seen."

She smirked "Gwendolyn, you say that about every single boy in Paris."

"Only because it's **true**." Gwen smiled as she took a sip of her coffee.

May puts her hand on her shoulder." Let's sit and just enjoy the day." She gestures towards a public bench.

"Ah!"May let out as she sat on the bench.

"Why do you say "ah" every time you sit down after walking for a few minutes?"

" Let's just say I'm not as young as I used to be, and leave it at that."

Gwen raised an eyebrow. ''So you're saying your old?" She asked her with honesty.

" Old?" She looks at Gwen with an annoyed look." When did I say I was old?"

''Eh, you just said you're not as young as you used to be." She pointed out.

"But I didn't say I was old." She clarified as she took sip of her coffee.

"But you did say you w-"

"You know Tony Stark put the deed to the villa under my **name **right?" She said, pointing who owned the villa. And who could Kick who out.

_"Touché"_ Gwen replied the hint of a smile on her lips. She knew May would never actually kick her out. They were the only family members they both had left. But it was fun to mess with her from time to time.

" Your getting grouchier and grouchier each day, pretty soon am going to have to call you Aunt Grouchy."

(*snicker*)

May struggled to hold back the laughter. The joke was corny and some would say pretty lame. But she didn't care. It sounded like something her nephew would say. When she was sad or when she got home from work.

"Ooh Gwen I-"

A woman walks past them reading a newspaper from Le Journal Parisien one of the many newspapers of Paris. But that isn't what grabs her attention. It's the title that says Spiderman, along with a picture of a man in a spider costume lifting a Police car over his head.

May instinctively gets up runs over to the woman and snatches her newspaper.

"Hey! Qu'est-ce que tu fais?" (What are you doing)Said the women as May read the front page right in front of her. Completely ignoring her as she read.

"C'est seulement un euro." (It's only one euro)

May eyes were completely fixed on the front page. She didn't even notice when Gwen arrived.

"May what are doing?" May holds up the newspaper directly in front of her. The front page instantly catching her attention. "Oh, my god."

"Puis-je avoir mon journal dos?"(Can I have my newspaper back)

Interrupted the Frenchwoman reminding everyone she was still there.

"What does this say?"She pointed to the front page. As she hold up the newspaper directly in front of the Frenchwomans face.

"Je-je ne parle pas anglais."( I don't speak English )

"What does **this** say?" Again she pointed to the front page.

"Spiderman."

"What does this say **exactly**?" She angrily pointed at the front page.

The Frenchwoman at this point was completely frustrated. She just wanted to finish reading her newspaper. She didn't understand what the woman was saying as she pointed to the title of the front page.

She sighed, as she thought of what the woman was asking her for.

"New Spiderman."She finally said, with a heavy French accent hoping that will be enough to please the woman.

May instantly stood motionless when she heard those words. Eyes wide she turns around to face Gwen. Only to find the same expression on Gwen's face.

Hands covering her mouth eyes wide, face pale, along with a haunted expression.

"We have to go to New York" both of them said at the same time.

"Puis-je s'il vouse plait avoir mon journal en arriere maintenant?"(Can I please have my newspaper back now?)

* * *

**Queens, New York**

_"This is David Matthews from channel 11 New our top story this morning. The new Spiderman that appeared yesterday morning intervene in an attempted intimidation of an NYPD Detective by the name of Maria Hill, by four NYPD police officers. Who Detective Hill believed to be in the pockets of the crime boss Hammerhead. The four officers cornered Detective Hill as she drove home. Forcing her out of her car and then immediately assaulting her. Luckily for Ms. Hill, the timely intervention of the new Spiderman not only save her life, but also apprehended the four officers. Who were then arrested by-"_

**"Ahg! That scumbag, douchebag eating, motherfucker, cock sucking piece of shit!" **Hammerhead shouted as he threw the remote across the room. It embedded with such force that it stuck into the wall.

"That assholes only been here a day and already he's costing me big." He shouted as he banged his fists on his wooden desk. Hitting the desk so hard It's wooden frame began to crack under his repeated blows.

"I got to take care of this **now,**" he said to no one."But how? These hero types don't go down easily." He said, remembering how hard it was to kill the original Spiderman or Moon Knight.

He thought and thought of ways of handling this problem. His best bet was to hire someone to take out this upstart Spiderman. Since none of his crew could do it. But the question was who?

After a few minutes of heavy thinking a name came to mind.

"Of course."

He reached towards his desk drawer opened it and pulled out a personal phonebook immediately looking through the pages until coming upon a number with two bones drawn crossing each other in a X shape.

He pulled out his cell phone and dialed the number.

After a few rings a man with a gruff voice answered.

_"Yea?"_

"It's me."

_"And who the hell are you the fucking Easter Bunny?"_

"Don't give me that shit it me Hammerhead_._"

A few seconds of silence.

_"Who?"_

"Hammerhead! I hired you a few years ago to get rid of some journalists from the Washington Post who were investigating my gunrunning operations down south."

_"Yeah, you got to be more specific I've done a lot of jobs that sound like that."_

"Ahg!" he shouted in frustration before remembering something from their previous encounter." I-I'm the guy whose head you compared to a watermelon."

(*snicker*)

"...**Ooh** now I remember you, Mr. Melonhead how you been?

"Ugh,..Good but I have a problem."

_"Everyone who calls me usually does... So what seems to be the problem?_

"An itsy-bitsy spider that I would like you to permanently flush out."

* * *

**Manhattan, New York City**

Kaine was hanging upside down from some random building in midtown Manhattan. His been here only a day yet had already become the talk of the entire city. He couldn't web-swing over a single street without someone mentioning him. But worst of all, they were calling him the new Spiderman. Peter Parker's replacement, and he absolutely _hated _it. Kaine went out of his way, to differentiate himself from Peter for a reason. And that was he absolutely hated the idea of being a clone.

A copy of someone else. Kaine wasn't Peter and he was trying his best not to be. He couldn't change his genetics but he wasn't going to be a carbon copy of Spider-man. Kaine wanted to feel unique, different, not a failed attempt at life as the Jackal had drummed into his head. He wanted to be his own man.

So someone calling him Spiderman even _in_ an, alternate reality was kind of insulting to him personally. Although at one point in his life, he would've killed Peter for that title, along with his life as Peter Parker. But those were the dreams of a different man.

_"How do I get home?"_ the Scarlet Spider thought as he watched the people below go about their daily lives."_I can swing over to the Baxter Building and break into Mr. Fantastic's laboratory. I'm sure he has some sort of dimensional teleporter that will get me safely home."_

_"But with the Fantastic Four disbanded in his reality. Who would operate the teleporter if there even is one?_ Kaine thought as he remembered reading about this reality's version of the Fantastic Four disbanded along with both Reed Richards and Johnny Storm disappearing.

_"If that doesn't worker I guess I could asked the Ave-"_

A large silver ring floated past him.

"Uh, what the hell was that?"

Another silver ring floated past him and then another and another. They were coming more frequently now and from the same direction.

"Huh, okay, my spider senses aren't ringing... So maybe this is some kind of direct marketing thing."

The rings weren't actually doing anything besides floating harmlessly in the air. Some of the rings that floated low to the ground were actually grabbed by some passing pedestrians. There was one man who grabbed four rings and started juggling them as he walked.

Suddenly now hundreds of rings appear clogging up the street below. The cars below where forced to stop or risk hitting the rings. The pedestrians in the sidewalk now had to dodge the rings to avoid hitting them.

"Okay, that's enough" he jumped into the air and started web swinging towards the direction the rings were coming from.

As he got closer and closer, not only did the number of rings increased but also the number of people running from them.

_"What the hell is going on around here?"_ He thought he jump down to the street below.

Immediately his spider-senses goes off. He ducks as a ring flies through where his head had been.

"Whoa! So much for these things being harmless." More rings came flying towards him." You know now that think about it this seems familiar somehow."

**"Spiderman!" **A tall man suddenly came out of nowhere and pointed at him.

Kaine looked at the man. He was wearing a black and silver costume, silver bracelets, silver boots, and a black mask that left his mouth and chin exposed with a silver ring design on the part that covered his upper face.

He was also carrying a large white cotton bag in one hand.

"I am not Spi-"

Kaine jumped into the air to avoid being hit by three rings.

"I knew as soon as I saw the news. That sooner or later we'd run into each other" He yelled out dropping the bag as he waved his hands. Silver rings appearing from his arms bracelets.

_"Okay, who the hell is this clown?"_ Kaine thought. He could see by the way he was looking at him he was treating him as a serious threat. Also, he kept his distance as he magically made those rings sprout from his bracelets.

" I lost to the original... **I won't lose to his replacement.**" He shouted as he waved his arms at Kaine. Immediately dozens of silver rings immediately flew in his direction.

"We'll see about that." He grinned, under his mask showing his predatory smile and lunged forward. This was one aspect that really set him apart from Parker. Spider-man didn't like fighting and only did it to protect people. Him he loved it. The thrill of cutting loose against his opponents, the sound of bones breaking, blood pouring out and the screams of pain. God how he still craved all those things. During his darker years he's always satisfied those cravings. While he was no longer that monster anymore and while he was honestly trying to become a better person. There are just some cravings you can't just let go no matter how much you want to.

He jumped high into the air avoiding several rings. Then shoots out a web-line at the building nearest to the ring villain and pulls himself forward. But jumps down halfway to avoid two rings. Landing in the street then immediately jumped to the left to avoid more rings.

He moves forward running, jumping, dodging and web-swinging. As he got closer and closer to his prey.

**"OH NO! THIS CAN'T BE HAPPING!"** Screamed the ring villain as he saw Kaine get closer and closer to him. He saw how this new Spiderman lifted a car over his head. And he knew from personal experience fighting the original. How someone with superstrength can end a fight in one punch.

"This can't be happening...no..no..**NOOO!** **I WONT LOSE AGAIN!'**

The man panicking moves his arms more rapidly creating more sliver rings that shoot out at Kaine.

Spider-sense going off, making Kaine jump away onto a wall from one of the buildings that make up Manhattan.

_"Dammit! The closer I get the more rings he makes.. He's making it impossible to get near him... There's got to be a way for me to get close but how? _Kaine wonders has he jumps higher up the wall.

"_Of course!"_

Immediately he jumps up onto the roof top and starts jumping across rooftops _away _from the fight.

"Wh-what's he doing?"The ring man said as saw Kaine jumping across rooftops until he was out of sight.

He waited a few minutes, looking all around expecting Spiderman to come charging down from a different direction. But it never came.

"H-he, he ran away" he said arms slumped at his side as he looked on where Spiderman left.

'He ran away. He ran away. He ran away."

The realization hit him _he_ made Spiderman ran _away_ in fear of him.

**"HE RAN AWAY!"**

He shouted at the top of his lungs hands high in the air.

"This proves I'm the SHIT!" He began."Oh, man I got to tweet what just went down here."

He reached into his pocket and pulled out his cell phone and began texting.

"New Spiderman? More like new Chickenman. After yours truly the **Ringer **sent this wannabe Spiderman running like a little girl."He tweeted on his account.

''Ahahahahaha!''

"You know I was just going to knock you out. But now I'm going to make you suffer." Growled a voice behind him. Ringer immediately turned around, arms in front ready to attack but finding no one.

"Where did that voice came fro-"

Suddenly he felt something grabbed hold of his wrists that felt like hands before.

***Snap***

**"Argh!"** Screamed the Ringer as he felt both of his wrists snap simultaneously. Before then slumping to the ground.

In front of him Kaine suddenly appeared.

"Bu-Bu-but how? He yelled, despite the pain."I saw you leave."

"Invisibility," Kaine answered before grabbing him by the collar than punching him in the face knocking him out.

Dropping him on the ground he prepared to leave.

"**Freeze get down on the ground now!"**

Turning around he saw what was perhaps the most beautiful Cop he had ever seen. She wear the standard NYPD police uniform, but without the hat. She was tall, almost as tall as Kaine. She looked between her mid twenties to early thirties. She had good looking C-cup breasts. She looked like she should have been a model. She also had dark brown hair that went past her shoulders and covered her face slightly. That matched with her brown eyes.

She was also pointing a gun at him.

**"I SAID GET ON THE GROUND NOW!"**

Kaine made no attempt to comply with what the woman was telling him to do, he just stood there staring at her.

"This officer Del Toro requesting immediate backup." She yelled into her police radio.

"I won't **say** again get down on the ground **now!**"

That's snapped Kaine back to reality.

"Look lady am the one who stopped this guy," points at Ringer" from flooding the city with his hula hoop making powers."

"Don't you move a muscle or I will blow your head off!"She yelled as she walked closer to Kaine.

WHOOO! WHOOOO! WHOOOOO!

Kaine turned to see a police car pull in from around the corner. Then stop a good couple feet away from them.

"I said, don't move!"

Kaine turned again to look at the women now closer than before.

"Get your hands on your head... You have till the count of three or I fire!" The way she pointed her gun at Kaine he knew she meant it.

"One..Two"

**"NO!STAND DOWN!**

They both turn to see a familiar black haired woman wearing Ray-Ban sunglasses. Walking up to them.

"But Detective he-"

"That's an order Angela." With that, the woman lowered her weapon, but didn't holster it.

The Detective casually walked over until she stood right in front of Kaine.

"Well, well, well webhead it hasn't even been a day yet and already you're getting yourself into trouble."

"What can I say Detective Hill trouble just seems to find me wherever I go." Shrugged Kaine as he looks at her.

"More like _you_ look for it." Returned Maria Hill, taking off her sunglasses.

"That's another way of looking at it."

"It's the correct way of looking at it," stated Hill firmly." You costume types patrol the city looking for all kinds of trouble. Costing hundreds of thousands to tens of millions in property damage. Without taking any responsibility for it."

"That's funny, I don't remember you complaining last night. When I saved you from New York's not so finest." Snapped Kaine crossing his arms.

"And you want but this is different." Responded Hill.

"How is this possibly different from last night?" Asked Kaine.

"Because **last** night you didn't **cause **about a million dollars worth of property damage." Snapped Hill getting annoyed with Kaine's carefree attitude.

To her surprise he put his hand to his masked face and sneezed.

_"_Oh I'm sorry" he began"but I'm allergic to bullshit. You really expect me to believe in the 15 minutes it took me to take out this loser."Points at the Ringer." It cost a million dollars worth of property damages? Come on."

"Ooh really?" Questioned Hill, placing her hands on her hips." Then why don't you take a look for yourself hotshot?"

'Find I will," responded Kaine turning around to the survey the damage.

Only to see dozens of cars that he had used as cover dented all over with dozens of silver rings embedded in them. Most of them had all their windows broken. A few were even on fire. There was a public bus that had so many rings embedded into it. The force of so many impacts had caused it to tip over.

Looking at the buildings around. A lot of them had their windows shattered. Along with what looked like to be hundreds of rings embedded into their walls. The electric sign on some of the buildings Kaine used to maneuver, let sparkles of electricity from where the rings embedded themselves.

Kaine turned back to look at Maria Hill, who had on face. What could only be described as a I told you so look.

"Ha! Your wrong there's no way this would add up to a million dollars."

"You're missing the point!" She yelled frustration evident in her voice.

"You cost this city hundreds of thousands of dollars worth of property damages-"

"To stop a criminal, who probably stole millions of dollars." Growled Kaine angrily, not liking where this was going. He didn't like people calling him a menace when he was doing good. It reminded him to much of Peter.

"Oh ok, then" turning over where the Ringer lay unconscious being looked after by officer Del Toro." How much did he steal Angela?"

Officer Del Toro got up from her spot and walked over where the white cotton bag lay. Opening the bag she looked through what was inside.

"I'd say he had about... maybe $20,000 worth of stolen jewelry." Answered Angela looking through the bag.

Turning to look at Kaine.

"So you cost hundreds of thousands of dollars in property damage to stop. A criminal who stole probably a little over twenty thousand."

"That's kind of a Pyrrhic victory, wouldn't you say?"

"That's funny Detective Hill" began Kaine" I remember hearing this morning about two NYPD police officers shooting nine bystanders to stop one armed perk... Maybe you should give them this peptalk."

"Those officers were held accountable for their actions" shouted Hill angrily." You won't be! Do you understand what am getting at here?"

"Oh, I understand perfectly what you're saying." He ignored her look of surprise as he continued." And let me just say, it's so good to see you acting like I remembered you to be."

"What's that supposed to mean?" Asked Hill not liking Kaine's tone.

Kaine realized he said something he shouldn't have.

"It doesn't matter.. Just like your idea of me joining Shield doesn't matter." Responded Kaine having had enough of this conversation began walking away.

"Don't walk away," commanded Hill following Kaine." People need to know that superheroes such as yourself are, held accountable for their actions. And joining Shield or the Ultimates is the only way to do that." Reasoned Hill hoping Kaine takes her advice.

Kaine stop's and then slowly turns to look at her.

"You what to know how society keeps people like me in line?" Asked Kaine staring directly at Maria Hill's face.

He waited a few seconds for her to respond when she didn't he continued.

"It's simple, really... They label you a villain... And then they send in people 'they' consider heroes to beat you up and lock you away." He spoke low but clear." And that's if they decide not to put a bullet in you."

Maria and Angela looked at him dolefully, but neither said anything.

And with that he shot a web to a building and swung himself away.

"Will that could have gone better." Obviously stated Angela as she watched Kaine swing away.

"Believe me as harsh, as I was it, won't be nearly as bad as the one he'll have with Director Fury."

* * *

**Shields, Helicarrier **

Fury was behind his desk looking at the last report on it. He had been pushing it aside all day mainly because he wasn't exactly sure how exactly he should proceed. Plus there were more important things to worry about. The nuclear thermal explosion in Uruguay. A superhuman revolution in Thailand. Hydra taking over Madripoor. A.I.M selling advanced illegal weaponry to every single dictator, terrorist group, criminal organization, and just about every single person you wouldn't want holding a plasma gun. And last but biggest of all Reed Richards and his Children of Tomorrow tearing through Eastern Europe.. Yup the report that said 'new Spiderman' was pretty low on the triage list at the moment.

But sooner or later he'd send someone over to check out this new Spiderman.

Picking up the file staring deeply into the photo of Kaine as he first appeared in the TD bank.

"I'm not sure whether or not you fully understand the shoes you trying to fill.. But make no mistake, sooner or later you and I will have a little chat."

* * *

**The Baxter Building**

Kaine was standing on the roof top of the building directly in front of the Baxter building. For the past half hour. He's been thinking exactly how to go about asking the remaining Fantastic Four for help. With Mr. Fantastic and the Human Torch missing that left the Invisible Woman and the Thing. As the only two members he could approach for help. Anyone else will probably call 911 on him.

_"I guess I could try the direct approach... Just tell them flat out I'm from an alternate reality.. They are the Fantastic Four they seen weirder things happen. Then a-"_

KABOOOOM!

The force from the explosion was so strong it blew Kaine to the floor.

"Ugh…"Kaine groaned as he got up from the floor.

"What..the hell was that?" Looking over the edge of the roof top. He saw a huge smoldering gaping hole at the center of the Baxter Building.

"Dammit!... Can't things go to hell, around here after I'm home?" Turning on his invisibility. He jumps on the Baxter building, then wall-crawls down towards the hole.

As he enters the Baxter building through the hole. He finds the explosion was just as devastating inside the building as outside. The entire floor Kaine was in was nothing short of completely blown to hell.

If it wasn't for his insulated suit he'd probably be choking to death right now. As he moved even further into the Baxter building.

Suddenly, his spider senses want off.

".. Spiders senses but why? There's nothing…AGRH!" he yelled as he was struck by a solid object but the reason why he didn't dodge was because whatever hit him was like himself invisible.

Whatever hit Kaine, send him crashing hard into a wall.

"Ugh…..o-ow….." Kaine gasped while grabbing his head in pain. He slowly turned over on his back and he looked to see what hit him, and suddenly heard a shout from further down the hall.

"ALL RIGHT YOU BUMS! IT'S CLOBERRIN TIME!"

Followed by a rumbling of the Baxter building.

"Will...at least I know...his still alive" muttered Kaine as he stood up.

"SUZIE BEHIND YOU!

"AAAAAAARGH!"

Kaine immediately takes off running towards where ever that scream came from.

Finally entering an extremely large room that has been completely wrecked. He finds four costume individuals standing across from a glowing purple man who held in his arms an unconscious younger, version of Sue Richards the Invisible Woman.

"Ooh how I long waited for this day."

Spoke a man in high tech purple armor.

"When the Fantastic Four finally met their end at the hands of...THE FRIGHTFUL FOUR!"

"Oh crap!"

* * *

**Author's notes:**

**I want to thank you all for the heartwarming reviews I've gained. I got a lot of suggestions and questions and I hope I answered most of them.**

**I've had a hard time writing this because I really wanted for this chapter to be action-packed. But a lot of people were sending me messages asking for details about Peter's friends and family members. I had like three requests asking me for a superhero team up. Which if you read this chapter you know you'll be getting next chapter.**

**Also, for those of you who don't know my story is set in the Ultimate Marvel universe. My story takes place one month after the death of Spiderman in that universes timeline.**

**Also I like to propose a challenge to all my readers. The person who can accurately name the assassin that Hammerhead hired. Along with the name of the mystery character in my ****Headquarters Of The Ultimates scene. And the name of the man in the purple armor at the end of the chapter. **

******Will win the right to choose a villain or villainess of his or her choosing. That will appear in Chapter 5.**

******PLEASE NOTE THAT THE VILLAIN WOULD ACTUALLY HAVE TO MAKE SENSE FOR BEING THERE!**


	4. Frightful

**Disclaimer: I do not own Marvel.**

* * *

**Chapter 4: Frightful**

"Finally, after all these years, it ends." Wizard said as he looked on at half of the Fantastic Four." Although I suppose it's only a hollow victory with Richard's dead and the Human Torch missing. But a victory. Nevertheless."

"You bastards! What did you do to Suzy?"Ben shouted as loudly as he could while holding the unconscious Susan Storm in his arms.

"Ooh, just a well-placed shot from Klaw's sonic converter nothing serious." Dismissed Wizard with a wave of his hands," At least not yet anyways. But in the next five to ten minutes. You'll both be experiencing quite a lot of pain and-."

"Enough with the small talk! Let's be done with it!" Interrupted a irritated, slender but physical masculine women. She had green eyes, red hair, fair skin with a light tan and red lipstick on her lips. Her attire consisted of a golden crown on her forehead. A red outfit with yellow lines with one sleeve that covers only her right arm and reveals her stomach. She had a black belt with a golden buckle around her waist, red pants, yellow boots and a spiked ball chain around her wrist.

"I agree with Thundra, the more we drag this out, the more likely they are of escaping." Agreed a man wearing goggles. He had brown eyes, fair skin and his head was completely shaved bald. His attire consisted of dark green cargo pants, goggles, gloves, a black vest jacket, black boots and finally, he carries two paste guns attached to a tank on his back.

"My Trapster I-"

"Though I'm loath to admit it, these two are correct. The more we delay. The more likely, these two are going to either escape or be saved." Said the robotic voice of Ulysses Klaw, turning his head back to the Wizard." How many times have they abated certain death by our hands? Just because we granted them a few more minutes of life because we wanted to gloat.. ...I'm so tired of that happening."

"Find! Very well! If you three insist so strongly will just skip the formalities." Wizard snapped irritably," I swear you three have no sense of class."

"I prefer effectiveness," said Klaw, aiming his sonic converter hand at the two helpless members of Fantastic Four." And results."

'Shit.' Kaine through. As he looked between the inhabitants in the room. He didn't know whether this reality's Frightful Four was anything like the one back in his reality. But he wasn't going to stand by and let them kill this reality's Fantastic Four. Quickly still engage in his invisibility. He runs forward jumps high into the air and lands right next to Klaw as he's about to finish off the Fantastic Four.

"Hey, did you feel that?" Trapster asked, turning to Thundra.

"Feel what?" Replied Thundra annoyed at being disturbed from watching Susan Storm's final moments on earth.

"It felt like somebody just jumped next to us." Trapster said looking around them rather anxious. As if expecting Captain America, to come out of nowhere and throw his shielded at his face.

"You're imagining things. Probably due to the suspense." Replied Thundra turning back to Susan Storm. Klaw took a step closer, but to his shock. He was held back by an invisible force.

The Scarlet Spider took this opportunity to disarm Klaw by pushing his arm to the side and struck him in the head, sending him flying backwards. The Scarlet Spider quickly then before his invisibility disengaged quickly sucker punched the second closest Frightful Four member, which just so happens to be the Wizard. The punch to the face, send him flying alongside his fellow Frightful Four member. Finally, his invisibility disengaged revealing him to he's remaining two opponents.

"Who the fuck are you?" Thundra asked in surprise as the Scarlet Spider materialized in front of them.

"It's the new Spiderman!" Trapster shouted as he looked at the Scarlet Spider remembering him from yesterday's news.

"NO IT-"

"IT'S CLOBBERING TIME!"

The purple radiating man who Kaine suspected was this reality's version of Ben Grimm. Quickly came running in and leapt at Thundra punching her in the face. Kaine followed suit leaping over Trapster as he began to take aim while narrowly avoiding a energy blast from the Wizard from his right side. As he span through the air. He shot a webline from his left wrist snagging the Wizard. When he landed he pulled back hard on the strand pulling Wizard into Trapster and causing them both to go flying into some kind of machine.

"HEY!"

Kaine turn to see this reality's Ben Grimm, ducking it out with this reality's Thundra. By the look of it, both of them were evenly matched. Ben would land a few well-placed hits, then Thundra would turn the fight around in her favor, with a few of her own.

"Yea!"

"THANKS FOR THE RESUCE!"

"Sure no problem!"His spider-sense suddenly went off. Kaine immediately jumped high into the air narrowly avoiding a sonic blast. Landing on the ceiling he looked to the right to see Klaw.

"Of course, someone like, you would attack us with such a cheap trick," Klaw sneered superiorly at his foe." It's the only way a novice like you would ever choose to attack a group as powerful as us."

"I wouldn't be so quick to call me a novice," Kaine rebutted. Really just because no one had ever seen you before, people automatically assume you're a noob." And can we skip with the small talk? Am here to fight, not make fucking friends."

"Insolent!" Standing with his right sonic converter hand, aim at Kaine, while his left hand was balled into a fist."You will learn to fear the Frightful Four."

With a "harumph" to himself Kaine merely shook his head at the statement, _"If you knew the kind of things. I've been through in my life, you would know that there's nothing you could do by yourself, that would make me fear anything."_

With nothing else needing to be said between the two, Kaine stared at Klaw, cracking his knuckles just before Klaw shoot out a sonic blast forcing him to jump down. Once his feet had touch solid ground he charged at Klaw who shoot out sonic blast, after sonic blast at him. Instead of the Kaine fighting Klaw hand-to-hand combat, Kaine jumped over Klaw's head, flipping through to shoot several quick impact webbing, a small ball of webbing that explodes on contact. Klaw to his credit turned and dodged them as Kaine finished his rotation, losing no momentum as he sprang from the floor to launch to the top of large machine nearby.

"Fool! The high ground is worthless against one who can fly."Klaw shouted as he took to the air. He launched himself at Kaine, with his sonic converter hand in front shooting sonic blasts.

_"Fuck! I forgot he could fly."_Kaine thought to himself as he dodged, wave after wave of sonic blasts. All the while Klaw flew closer and closer towards him. With his left hand still balled into a fist.

Despite being unable to dodge, the incoming physical attack Kaine saw it coming a mile away and was able to shift his body around to defend himself. He blocked the attack, and thanks to his ability to stick to surfaces remained in place without sliding across the machine's surface.

Klaw did not back off and pressed forward, attacking Kaine with a punch that was blocked by his forearm. Klaw folded his arm over and attempted to lash out at Kaine's face with his elbow, but missed. Thanks to years of Parker, fighting criminals Kaine was used to elbow strikes, even airborne ones.

Deciding to get some distance between him and his opponent Kaine jumped back. Which turned out to be a mistake as soon as Kaine jumped back, Klaw blasted him in the chest with a sonic blast. Sending him flying over the machine and towards the hard ground below.

With a groan Kaine quickly stood up and prepared for Klaw's next set of attacks. Only to find him, hovering above the machine he had just been blown off of. With a smug look on his robotic face." You know you nothing at all like the original. Although I've, never had the misfortune of crossing paths with that annoying buffoon."

"And you're telling me this! Why?" Seriously he hated when his opponents got chatty. It always ruins the life threatening mood, of fighting a life or death battle. Whenever villains and heroes start talking. It feels like you're in a comic book or worse, a fanfiction story.

"No reason! Just making a broad observation." Shrugged Klaw as he casually flew off of the machine and down to the ground. As soon as his feet touched the floor, he suddenly snapped his fingers."Oh wait! There was a reason!"

Kaine's spider-senses suddenly went off, warning him of multiple incoming attacks from behind. He dodged to the left to avoid the first four energy blast, then jumped high into the air to avoid a spray of green liquid, only to be shot in the back by a sonic blast that sent him flying through the wall. Sending chunks of debris flying.

_"Damn it! Just once! Why can't things be easy?" _Kaine thought bitterly as he hauled himself out of the wall. Through the giant hole in the wall, that he'd made courtesy of Klaw. As he dug himself out Kaine found Klaw, Trapster, and the Wizard all with smug expressions on their faces. As they watched him crawl out of the wall.

"Okay, that's it!"

* * *

(With Ben-Fighting Thundra)

"You know? There's something I never understood about you."Ben said, as he and Thundra circled each other. This has been going on for the past four minutes.

"Ooh, what that?"

"You are a warrior woman, time traveler from an alternate future. Where the plant is ruled by Amazon-like woman, overlords that have enslaved the entire male population of that time. Right?" Thundra nods her head." I remember you telling me when you first shows up, that you were their strongest warrior. And that you came back in time to fight this times strongest male fighters to prove that women were superior to men. Right?"

"You are correct! I traveled from the 25th century back to the 21st century because this is where history states that mankind greatest warriors were made." Thundra explained as he continued circling the Thing." Once I have beaten all of them. I would have proven without a shadow of a doubt, that womankind is not the equal of mankind, but it superior!" With that she rushed forward to land the first renewal blow, Thundra shot out a Boxing-based punch only for Ben to simply punch forward as well. Ben's reach was longer, thus his hand landed on Thundra's chest fully extended, but it was such a shallow hit that he didn't do any more damage than a casual punch.

"Quit messing around!" Thundra shouted in rage at the thought of not being taken seriously.

"I wasn't finished yet!" Snapped Ben irritatingly." If you're only here to prove that women are better than men. Then what are you doing hanging out with this bunch?" Seriously, why would a feminist from the future be a part of a group that consisted of an egomaniac, a narcissist and a schmuck.

"I admit they are not my ideal partners. But they have their uses. Namely keeping your pesky family, from interfering in our fights. Of course, I wouldn't have joined them had your family. Not constantly kept meddling in our affairs." Thundra answered while assuming a new fighting stance. Which happened to look like some kind of karate stance.

"So, that's why you joined the Frightful Four, when Titania left? Just so your teammates could keep mine busy while we ducked it out."

"Yes! A shame she left, though. It would've been an honor to fight beside such a powerful woman." And with that she launched forward.

Ben saw her coming and was prepared to block her punches when suddenly, in mid-throw her punches changed directions. They landed all over his chest. The feeling of Thundra's punches was like he'd taken four M777 artillery shells at close range. The blows knocked him backwards as he sprayed blood from his mouth.

Ben's knees got shaky after taking the unexpected attack and Thundra just looked smug." I told you to quit messing around. I'm not an opponent to be taken lightly." Not leading up and grinning all the while, Thundra rushed him again and wantonly hit him with more punches to the body before landing one to the face, just for the sake of pummeling him." I've read extensively about your exploits in the history books. I've completely memorized every single fighting technique you would ever come to master throughout your entire life time. Do you want to know what your weaknesses is? Why I choose you to be, the first male I took on?"

"Not really!"Ben tried to retaliate in kind, but it just led to more of a beating. Getting knocked back down again, Ben saw Thundra move for a kick and saw a chance to catch it and eliminate it from the equation, but he mistook where it was aimed. Instead, at his body it was aimed at his grind, and it was faster than he anticipated.

There just wasn't anything he could do, to stop that and he took it full force. His body immediately shut down and he felt face first to the ground, coughing and clutching at his family jewels. No one he had fought before had gone for such dirty strikes. Not a single one. Which is strange, considering he fought super villains, monsters, alien invaders, evil robots and an alternative dimension zombie version of himself.

"It's so simple, isn't it. The one weakness all men have. I guess inhabiting that stone body for years. Caused you to forget." Thundra said, walking circles around the down Ben." Most male opponents don't think about it, because it rarely crosses their minds to do something like that to another male. It's dishonest or something, I don't know. I don't get it. In a fight one should exploit all of your opponents weaknesses, regardless of personal feelings." Ben Grimm could only glare up at the red-haired femme fatale, when she set her foot on his head derisively." Do you want to know what your own personal weaknesses is? You depend too much on others. Whenever you fight someone, you always have one of your family members watching your back."

It's true from day one when they got their powers. He's always had either Richard, Johnny or Susie watching out for him just like he watched out for them.

"But when you're all by yourself when no one's watching your back. You can't do anything but fail." Thundra reached down and grabbed Ben by his purple radiating hair, "With half your team either dead or missing. How did you see this ending exactly? I want to know. Despite how strong you are, you're just one man, and with your blonde haired friend that makes two. So tell me. How can you possibly believe you could continue this hero lifestyle of yours. When you been cut in half?"

"... Don't think you can decide things like that on your own!"Ben pushed up off the ground and knocked Thundra's foot from his head, before standing back up, in a different fighting stance. "I'm not finished yet. And you're not finished with me."

All the red-haired Amazon had to do was take a look at how wobbly Ben's legs were to know that it was just all bravado." I admire your fighting spirit. And your will to continue the fight despite your injuries. But I'm afraid this fights over and I'm the victor. But if I'm wrong-." Once again she attacked her vulnerable foe, daring him to do anything to prevent her from striking him down.-"Prove it."

Despite Ben's best efforts at blocking all of her attacks his efforts proved to be useless.

First, with the tips of the fingers on his hand, then the fist, then the flat of the back of his hand, then the wrist, and then the elbow.

Every single joint in his right arm went into one fluid motion made five different devastating blows. That was too much for his arm to take. It wasn't just the dirty fighting style, but they did belie the fact that Thundra actually knew what she was doing.

"How about that!?" Thundra said as Ben crumpled to the floor once again." Like I said, it doesn't matter how strong you are. When you're alone, you always lose."

"Then it's a good thing he isn't alone."

Suddenly an invisible force field shaped like a battering ram slammed into Thundra's back, propelling her through a wall.

Ben turned to look and found a familiar beautiful blonde haired woman. Smiling at him. She had blonde hair, blue eyes, and flawless light-skin. Her attire consisted of the iconic blue Fantastic Four bodysuit.

"About time you woke up from your beauty sleep." Ben said with a grin at seeing her." For a minute there I thought you would've slept through the whole fight Susie."

"Is that anyway to thank your fiancé for saving your life?" Said the Invisible Woman, placing her hands on her hips. Rather cross at Ben's response. Her smile turned into a frown then darkened, turning into a scowl. Her ocean blue eyes glared right into Ben's soul, sending a chill down his spine.

"No am sorry!"Ben replied rather quick fearful of incurring her wrath. Who ever came up with the metaphor of hell has no fury like a woman scorn was dead-on. This coming from a man who fought super-powered criminals, demons from hell, and plenty of other things that will make one soil themselves. Spoke volumes.

"Good! Apology accepted." And with that the scowl on her face vanished as if it were never there and in its stead was a beautiful smile."Now! What did I miss?"

"Well, as soon as you were knocked out. Wizard talked some crap. Klaw was about to kill us with his sonic hand thingamajig..Ooh and the new Spiderman came out of nowhere and saved us from a timely demise.. Yup, I think that about covers it. Since you already saw Thundra kicking my ass. "

"The new Spiderman!?" Susan Storm said in surprise." Where?" Ben gestured to the far end of the room behind her. Susan turned to find a man wearing a red and black costume with a spider emblem, on his chest fighting the remaining three Frightful Four members.

"His taller than I thought he'd be."

"That's great Susie!" Groaned Ben as he forced himself to stand up." But right now this isn't the time for chitchat."

"Right! We should-"

"-SUSAN STORM!"

Both Ben and Susan turn to see Thundra walking out of a giant hole in the wall. Pushing chunks of debris as she passed through with an angry scowl on her face.

"You go, help our new friend. I'll handle the tramp from the 25th century."Susan ordered, taking the initiative.

"Are you sure? We could take her together, then go help him."Ben suggested not keen on the idea of letting her fight alone. Especially against an opponent of Thundra's quality.

Susan smiled, holding a stern look in her eyes." Ben it's sweet that you care about me. But I'm a big girl. I can look after myself... Plus there's nothing that red gorilla can throw at me that I can't handle...Go!"

Ben saw the determined look in her eyes and knew there was no convincing her otherwise. Ignoring her and fighting Thundra, together would just make her angry at him. Regardless, of his good intentions. So he did the only thing a man in his situation could have done. Shut up and do what your girlfriend tells you to do.

"I'll come back as soon as I'm finished mopping the floor with these chumps."Ben said, running towards the fight going on at the end of the room.

She smiled as she watched him leave. Her expression turned stern as Thundra casually walked towards her. Thundra stopped several feet away from her.

"Susan!"

"Thundra!"

"I admit I'm surprised. To see you standing after taking one of Klaw's sonic attacks. You're a stronger woman then I thought." Praised the Amazon.

"Thank you!" Susan said with a small smirk," But if you don't mind? I think it be best if we dispense with the small talk. This fights a long way from being over."

The red-haired Amazon nodded her head and unwrapped the spiked ball chain around her wrist. Then immediately swung it straight at Susan's head with all the strength she could muster. Only to be stopped by an invisible force field, courtesy of one Susan Storm.

"You'll have to do better than that!" Susan called out in a taunting manner.

"Then how about? THIS?" Roared the Amazon as she launched forward, arms raised as she charged. She made it about half way through before she was blasted by an invisible construct shaped like a ball. But unlike before, she braced herself for such a attack, and instead of flying through the air only slid backwards several feet.

"Still lacking!" Taunted Susan with a smirk.

* * *

(With Kaine-Fighting Klaw, Wizard and Trapster)

Kaine was not having an easy time against the three remaining Frightful Four members. Either this reality's version was much more skilled than his home reality's version, or he had gone soft living at the four seasons Hotel. Most likely it was the last one. Being pampered for six months straight, while an extremely enjoyable experience. Left one wanting in certain other areas.

Kaine saw an opening he dodged several energy blasts, and made it to Trapster's front left corner and threw several fast real speed and power punches that the villain couldn't block in time. Sending the man to the floor with a painful groan. Good one down two to go.

Kaine jumped to the right as a sonic blast, past where he had previously standing. Kaine felt a serious sense of self-loathing from watching the remaining Frightful Four members closing in on him. Here he was fighting someone else's fight. Why did he constantly had to involve himself in other people's business. It wasn't like he didn't have his own problems to deal with.

"I wouldn't congratulate yourself just yet." Wizard said with that smug voice of his." Just because you defeated our most weakest member. Doesn't mean you're out of the woods just yet."

Spider-senses going off Kaine narrowly avoids a sonic blast, that would have taken off his head. He turned to see Klaw smirking at having nearly decapitating him. He landed a few feet away from where he had been standing.

"What are you going to do novice-boy? "Klaw taunted as Wizard got into position to eliminate the pest." Dressing in red and black pajamas and running around shooting gunk from your wrists isn't going to win you this fight." They ran forward to begin pounding away at him, but the Scarlet Spider didn't turn and run the way they expected him to.

"Yeah, because running your mouth here, is really going to win this for you."Kaine said, running right towards into his opponents before him, and ducked through the first few fist. They could've sworn they had him dead to rights, but somehow they inexplicably wound up hitting themselves and missing Kaine entirely.

Apparently, trying to hit one person in close combat even though they had the numbers edge was very difficult when he knew what he was doing, because he made it through entirely untouched. The same however, could not be said of his foes.

"Wh-What the?" Wizard said as he suddenly felt a pain in his shoulder." When did that arachnid strike me?"

"It was when you punched my elbow." Clarified Klaw has he grind his robotic teeth in frustration." This vermin is starting to vex me." Kaine sheepishly raised his right hand and gave him the bird. If it was even possible Kaine could've sworn Klaw's android face turned red with rage as he charged forward shooting blast after blast of sonic attacks.

The multiple shots all missed as Kaine expertly dodged them all. When Klaw finally reached him, Kaine landed several hard blows to Klaw's face with his fist's before the stunned Dutch scientist was able to register what was happening and put up a defense against it. Klaw in a moment of desperation grabbed Kaine by his costume and yanked him in forward to jar him with a series of head-butts to the face that stopped the offence." I will _not _lose to an amateur!" He shouted as he grabbed Kaine and threw him harshly into the side of a machine.

A bloody nose Kaine smashed against the metal, however, he lashed back out with a stiff front kick to Klaw's face, using his sticking powers on the machines metal surface to steady himself. The satisfying clicking sound of Klaw's jaw suddenly snapping shut from the kick sent a smile cross Kaine's face. Serves him right for calling him an amateur.

Klaw's android head almost flew off from the rest of his body. He savagely growled at the thought of possibly being defeated by some wannabe replacement who _literally_ showed up yesterday._" He can't possibly be that good. He literally showed up out of nowhere yesterday morning.. Who the devil is this guy, Captain America?"_ Thought Klaw as he came back to fight the Scarlet Spider. His first jab was blocked. Then he tried a short range sonic attack but his foe evaded, finally, he followed with a powerful quick straight right hand that broke the Scarlet Spider's guard.

_"Damn, his android body gives him super-strength."_Kaine thought as he stumbled back, forearms stinging harshly from blocking the punch, still, he wasn't even close to backing down. Kaine came back in at Klaw who seemed to be timing him for another powerful punch, however telegraphed himself thinking that his opponent would come forward attack head-on.

With Kaine seeing the punch coming right for him all the way, he used his super speed and agility to avoid the punch and deliver a hard kick to the side of Klaw's head that sent him stumbling sideways, continuing his assault he threw a series of punches and kicks, combos that sends him flying, going straight through one of the Fantastic Four mechanical inventions.

His good fortunes ended as soon as his spider-senses went off too late for him to react to a powerful explosion from behind him. Sending him flying straight through a supercomputer. Sparks flew as Kaine's body pierced through its mainframe.

"Ow!" Grunted Kaine as he painful tried to stand up from the wreckage.

*Clap! Clap! Clap!*

Kaine turned towards the sound of hands clapping to find the Wizard sneering at him.

"I must admit, you surprised me. For someone who appeared less than 24 hours ago. You are quite impressive. And I suspect, given a few months of experience. You might've even single-handedly bested us. A shame will never know.. Oh wait! No, it isn't." He raised his arms and prepared to fire." Any last words?"

"Yea, look behind you!"

"That's pathetic! Are you seriously so desperate to live for a few more-"

The fist to the back of his head interrupted him before he could finish, he felt face first to the ground unconscious.

"Finally, he shuts up!" Came the Brooklyn accent voice of Ben Grimm as he stood over the unconscious Wizard. He looked over to fine Kaine buried in circuits, wires and other things that made up a supercomputer." I guess were even now?"

"Yea, I guess we are!'Kaine muttered as he dug himself out from the supercomputer." But then again, who's counting?"

Ben chuckled at that." Not me.

Kaine slowly walked towards him. Ignoring the aches and pains coming from pretty much everywhere on his body." Is it over? Did we win?"

Kaine wanted to curse when Ben shook his head." Almost! With Trapster, Klaw, and now Wizard down for the count. All that's left is Thundra."

"Then we better get-"

Kaine instantly grabbed hold of Ben by his spandex and then threw him and himself to the right, as soon as his spider senses went off. Just narrowly avoiding a powerful sonic blast.

"I'D COUNT AGAIN IF I WERE YOU BENJAMIN!"

Both men turned to see Ulysses Klaw floating high above them. With his solid converter hand aimed right at them. Despite taking a fierce beating at the hands of the Scarlet Spider, the sound-based villain still stood tall.

"Damn it! What will it take to _bring,_ that Dutch asshole down."Kaine yelled completely frustrated by that's Dutch bastards unwillingness to stay the down. At this point Kaine seriously considered driving his stingers straight through the dick's face." I swear to God! The only way that pot smoking Dutch bastard is going to permanently stay down. Is if we kill him."

"If only it were that easy."Ben said longingly.

"Why isn't it that easy?"

"Klaw's real body is made up of solid sound. That android body his using is just to better utilizes his powers."Ben explained without taking his eyes off his Dutch adversary." So, even if we managed destroy his current android body, he'll just escape and come back with a new one. A few weeks later."

"Man that sucks! So no matter what this guy just comes back for more later?"

"Yep!"

* * *

As Klaw floated above them. He assessed the situation his team was in. What should've been a quick and easy mission as instead turned into a giant cluster fuck. Thanks to the appearance of that meddling arachnid. They knew from the VERY beginning, they would be racing against the clock. While the remaining members of the Fantastic Four weren't members of the Ultimates. They were, however, funded by grants from the United States government and Uncle Sam didn't lend out millions of dollars to a superhero team without Shields monitoring them. And where their Shield interests involved the Ultimates, aren't far behind.

He looked at the unconscious body of his leader, then his teammate Trapster's unconscious form who had yet to awoken from Kaine's attack. That meant half his team was out of commission. He then looked towards Thundra's fight with the Invisible Woman. Even a half-witted dimwit could tell, the fight was obviously one-sided. Despite her super-strength, high resistance to physical injury, and years of training and combat experience these things were completely useless if you couldn't actually hit the person you're fighting. All Susan Storm had to do was strike Thundra, with one of her invisible force fields before she even came close to actually hitting her. Pushing her back with each single invisible attack and all Thundra could do was take it and press on.

Even with all four members of the Frightful Four attacking her at once. She was still a taxing opponent to overcome. She wasn't the strongest member of the Fantastic Four for nothing.

And then there was Ben Grimm, despite his injuries, he could still prove to be a formidable opponent. Especially if he thought Susan Storm's life was in imperiled. If rumors were to be believe he was the one who killed Dr. Doom by himself in his own Castle. Anyone who could have killed the tyrant of Latveria was not someone you could take on lightly.

Klaw scowl as he looked at the man responsible for complicating their mission. Despite appearing out of nowhere yesterday, this new Spiderman was, not a feeble opponent. His expertise in combat was proof enough. Very few people could have taking on three members of the Frightful Four and held his own.

The more he analyze the situation, the more fruitless. It seemed to continue fighting. What now seemed to be a losing battle. Thus, only one course of action was left for him to take.

With a growl Klaw quickly dived down shooting sonic to scatter both his enemies away from his target. When he judge them to be a safe distance away. He quickly flew over the unconscious Wizard, picked him up with one hand and flew off into the air.

"THUNDRA!" The woman in question stopped fighting to look at her fellow teammate.

"WE'RE RETREATING!" Klaw shouted as he rapidly shot multiple sonic blasts in rapid succession. At all three of his opponents. Kaine acrobatically dodge the blasts, Ben held on to Kaine as he dodged while Susan Storm merely formed a dome-shaped force field around her that shielded her from the blasts.

Thundra without question quickly ran over to the unconscious Trapster picked him up, and threw him over her back as she ran towards Klaw position. When she was close at hand. He halted his attacks and swiftly flew down towards her. When he arrived he quickly pressed a button on the Wizard's utility belt and with that, a large, white bright light circle suddenly appeared in front of them, and without the slightest hint of hesitancy they passed through the circle. When the last Frightful Four member had passed the circle quickly disappeared.

"They teleported?" Kaine said as the Frightful Four vanished from the room. He let go of Ben right next to a desk that had been completely destroyed.

Ben lets out a deep breath that he didn't even know he was holding in. As he watched the last Frightful Four member vanish through the circle. "Yea, it's some kind of portable teleportation thing... That the Wizard invented a few years back... They mainly use it, when they need to make a hasty retreat."

"Can they use it to come back?"

"Not without some kind of anchor... I asked Reed the same question once and he-"

"BEN!"

Both men turned to see Susan Storm running towards them. Despite fighting an extremely dangerous opponent by herself. She didn't have a single scratch on her.

To Kaine's surprise the moment she got close enough she leaped at Ben wrapping her arms around his neck and pulling him into a deep, passionate kiss. Kaine just stood there speechless as this occurred.

_"This.. definitely...is not Kansas."_

The kiss continued for a few seconds before they ended it.

"Ben your arm?" Susan said as she noticed the nasty looking bruises on his arm.

"Nothing a good night's rest won't heal." Ben replied with a small smile." But if you want to kiss it? And make it better, I ain't stopping you."

"Maybe I will?.. Later tonight," Susan said suggestively with a sly smirk.

*Cough*

The two lovers turned to see a rather uncomfortable Scarlet Spider. Realizing that they weren't alone and in the presence of a stranger. The two immediately broke apart, with slight blushes on their embarrassed faces.

'Um.. not that I wanted to interrupt your.. rather intimate moment. But could either of you explain to me? What all this was about?"

Susan was the first one to recover from the gawky situation." This was just a bunch of opportunist taking advantage of the fact that the Fantastic Four's been cut in half." Said the Invisible Woman as if this were a recurring thing.

"I'm getting a vibe here that this has been a recurring issue. For you guys lately. Right?" Kaine asked the two. For a team of super villains to break into where you live, and act like it's was nothing special..but then again they were the Fantastic Four

"Yea, just last week, the Mole man took another one of his monsters for a walk right in front of the Baxter Building," Ben said, a twinge of annoyance in his voice," Let's just say it tried to use the Baxter Building as its personal scratching post."

"And the week before that Annihilus tried to break free from the negative zone." Susan added to the list.

The two of them talked about their ordeals as if they were customary. Which they probably were considering who they were. Whether it was this reality's version or his Kaine admired how they just accepted this as the norm. And continued on with their superhero lifestyle. He on the other hand, was divided on whether he should continue or quit while he was still in one piece. Hell he wasn't even exactly sure if he fought criminals because of his sense of altruism or because he enjoys beating people up. The world may never know.

"So, you're picking up the Parker kids name?" Ben's question snapped Kaine back to reality." I got to say you're pretty good for a new guy."

Kaine was about to open his mouth to correct Ben when.

**"ATTENTION UNAUTHORIZED INTRUDERS THIS IS SHIELD! WE ARE COMING IN LAY DOWN YOUR ARMS AND SURRENDER! WE ARE AUTHORIZED TO USE LETHAL FORCE!"**

A voice boomed throughout the entire building.

Ben sucked his teeth in annoyance," Typical these guys always show up when the fighting done!"

"With what's happening throughout the world. Am just grateful they show up at all," Susan said.

_"Damn it, I came here so I wouldn't have to deal with these spooks. And now they're here." _Kaine thought rather annoyed._ "Unless I want to be interrogated by G.I. Joe, Nick Fury, which I don't, I better hightail it out of here. Before the cavalry arrives."_

"Listen guys," Kaine said catching Ben's and Susan's attention." There's something I want to talk to you about.. But it's going to have to wait until the men in black are gone.. So, until then I think it's best for me to disappear." Finished Kaine turning on his suits invisibility.

Not waiting for their reply Kaine immediately takes off running leaving the same he came in.

"Well, that's new," Susan said rather surprised. Just as dozens of Shield agents arrived on scene. With their assault rifles pointed at them.

"Which form of proverb would you guys prefer better late than never, or better never than late?" Ben asked the agents with a smirk on his face. As they slowly walked towards them.

"What happened here? Where are the intruders?" One of the Shield agents asked.

"Well.." Ben started, scratching the side of his face," let's just say we were in a fight and we made a new friend."

* * *

(With Kaine several rooftops away)

_Damn that was close,"_ thought Kaine as he de-cloaked."_It sucks that have to wait now. But it's better than playing 20 questions with Nick Fury."_ All he had to do now was wait until the Shield agents leave head back into the Baxter building asked Susan Storm If he could borrow the Fantastic Four's multiver teleporter, or different reality portal or whatever the hell they called it and..

Spider-senses Kaine instantly ducks as a fist passes through where his head had been not even a second ago. Kaine without turning around response with placing both of his hands on the floor in front of him and does a spinning roundhouse kick at his opponent but, hits only air due to his mystery assailant jumping back several feet.

Turning around his surprised by what he saw. His assailant was a brown haired, young woman wearing a red bodysuit costume, with a Venom like white spider on her chest. Finally, she had a mask that covered her full face, with two large white lenses.

"I'm Spider-Woman." She said, pointing at herself." The question is.. and I want you to think really hard about how you answer..."

"Who the FUCK do you think you are?"

* * *

**Author's note**

**Okay, it's been a while but don't worry, I will not abandon this story. It will be finished.**

** I would like to thank all the people who participated in my challenge. The winner will be named next chapter. Although I'm pretty sure most of you know who**** it is.**

**I would also like to thank those who messaged me, to get off my ass to get on my ass and write.I probably shouldn't tell you this, but the hell with it I actually had this chapter finished for about a week and forgot about it. (Damn university exams)**

**Those of you who are fans of my Kaine member of the injustice league member. Rejoice, I have not LEFT THAT STORY OUT TO DRY!. Instead, I've been writing several chapters in advance and I'm proud to say I'm almost done with my desire quote.**

**I love hearing from you guys! So please don't be lazy. Share your thoughts with me! Either by leaving a review our messaging me.**

**Hope to hear from you guys soon. Until next time!**


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